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 September 30,
                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 Incorporation or Organization)
            
            (I.R.S.
                Employer Identification No.)





3427
      SW 42 nd 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 November 15, 2005:
      30,095,193













**QUIICK-MEDTECHNOLOGIES,
                INC.**
              
              INDEX
                TO 10Q-SBPART
                I
            **FINANCIAL
                INFORMATION**Item
                1. Financial StatementsUnaudited
                Condensed Balance Sheet as of September 30, 2005
            1Unaudited
                Condensed Statements of Operations for the****three
                months ended September 30, 2005 and 2004
            2Unaudited
                Condensed Statement of Changes in Stockholders’ Deficit for the three
                months****ended
                September 30, 2005
            3Unaudited
                Condensed Statements of Cash Flows for the three
                months ended September 30, 2005 and 2004
            4Notes
                to Unaudited Condensed Financial
                Statements
            6-11Item
                2. Management’s Discussion and Analysis of Financial
                Condition and Results of Operations
            11Item
                3. Controls and Procedures
            18PART
                II
            OTHER
                INFORMATION
            19Item
                1. Legal Proceedings
            19Item
                2. Unregistered Sales of Equity Securities and Use of
                Proceeds
            19Item
                3. Defaults Upon Senior Securities
            23Item
                4. Submission of Matters to a Vote of Security
                Holders
            23Item
                5. Other Information
            23Item
                6. Exhibits and Reports on Form
                8-K
            23SIGNATURES
            24


*Index*





**PART
                I**
            **FINANCIAL
                INFORMATION****ITEM
                1.**
            **FINANCIAL
                STATEMENTS**


**** ****





**QUICK-MED
      TECHNOLOGIES, INC.**


**CONDENSED
      BALANCE SHEET AT SEPTEMBER 30, 2005**


**(UNAUDITED)**





**ASSETS**Current
                assets:Cash
                and cash equivalents
            
            $
            592,283Accounts
                receivable
            
            
            222,803Total
                current assets
            
            
            815,086Property
                and equipment, net
            
            
            13,282Other
                assets:Prepaid
                expenses
            
            
            9,857Intangible
                asset, net
            
            
            300,816Total
                other assets
            
            
            310,673Total
                assets
            
            $
            1,139,041**LIABILITIES
                AND STOCKHOLDERS' DEFICIT**Current
                liabilities:Accounts
                payable
            
            $
            127,030Accrued
                expenses
            
            
            6,842Accrued
                interest on note payable - officer/director
            
            
            56,932Short-term
                note payable - officer/director
            
            
            1,268,625Total
                current liabilities
            
            
            1,459,429License
                payable
            
            
            160,000Total
                liabilities
            
            
            1,619,429Commitments
                and contingenciesStockholders'
                deficit:Common
                stock, $0.0001 par value; 100,000,000authorized
                shares; 30,095,193 shares issuedand
                outstanding
            
            
            3,009Additional
                paid-in capital
            
            
            11,397,989Outstanding
                stock options
            
            
            1,143,836Accumulated
                deficit
            
            
            (13,025,222
            )Total
                stockholders' deficit
            
            
            (480,388
            )Total
                liabilities and stockholders' deficit
            
            $
            1,139,041





See
      accompanying notes to condensed financial statements.




-
          1
          -
 *Index*





**QUICK-MEDTECHNOLOGIES,
      INC.**


**CONDENSED
      STATEMENTS OF OPERATIONS FOR THE THREE MONTHS**


**ENDED
      SEPTEMBER 30, 2005 AND 2004**


**(UNAUDITED)**








**2005**
            
            **2004**Revenues
            
            $
            357,849
            
            $
            21,014Expenses:Cost
                of revenues
            
            
            71,070
            
            
            4,203General
                and administrative expenses
            
            
            231,932
            
            
            181,708Research
                and development
            
            
            218,232
            
            
            70,846Depreciation
                and amortization
            
            
            11,766
            
            
            11,089Stock-based
                compensation
            
            
            344,799
            
            
            227,806Total
                expenses
            
            
            877,799
            
            
            495,652Loss
                from operations
            
            
            (519,950
            )
            
            (474,638
            )Other
                income (expense):Interest
                income
            
            
            2,855
            
            
            -Interest
                expense
            
            
            (19,186
            )
            
            (29,434
            )Loss
                before income taxes
            
            
            (536,281
            )
            
            (504,072
            )Provision
                (benefit) for income taxes
            
            
            -
            
            
            -Net
                loss
            
            $
            (536,281
            )
            $
            (504,072
            )Net
                loss per share (basic and diluted)
            
            $
            (0.02
            )
            $
            (0.03
            )Weighted
                average commonshares
                outstanding
            
            
            29,855,261
            
            
            18,282,243








See
      accompanying notes to condensed financial statements.




-
          2
          -
 *Index*





**QUICK-MEDTECHNOLOGIES,
      INC.**


**CONDENSED
      STATEMENT OF CHANGES IN STOCKHOLDERS’ DEFICIT**


**FOR
      THE THREE MONTHS ENDED SEPTEMBER 30, 2005**


**(UNAUDITED** **)**





**Additional****Common
                Stock**
            
            **Paid-In**
            
            **Accumulated**
            
            **Outstanding****Shares**
            
            **Amount**
            
            **Capital**
            
            **Deficit**
            
            **Stock
                Options**
            
            **Total**Balance,
                June 30, 2005
            
            
            29,730,519
            
            
            2,973
            
            $
            11,194,222
            
            $
            (12,488,941
            )
            $
            939,537
            
            $
            (352,209
            )Stock
                issued for cash
            
            
            54,118
            
            
            5
            
            
            33,548
            
            
            -
            
            
            -
            
            
            33,553Stock
                options granted for services
            
            
            -
            
            
            -
            
            
            -
            
            
            -
            
            
            235,799
            
            
            235,799Stock
                issued for services
            
            
            135,556
            
            
            14
            
            
            108,986
            
            
            -
            
            
            -
            
            
            109,000Exercise
                of stock options
            
            
            175,000
            
            
            17
            
            
            61,233
            
            
            -
            
            
            (31,500
            )
            
            29,750Net
                loss, September 30, 2005
            
            
            -
            
            
            -
            
            
            -
            
            
            (536,281
            )
            
            -
            
            
            (536,281
            )Balance,
                September 30, 2005
            
            
            30,095,193
            
            
            3,009
            
            $
            11,397,989
            
            $
            (13,025,222
            )
            $
            1,143,836
            
            $
            (480,388
            )





See
      accompanying notes to condensed financial statements.


-
          3
          -
 *Index*





**QUICK-MED
      TECHNOLOGIES, INC.**


**CONDENSED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004**


**(UNAUDITED)**








**2005**
            
            **2004**Cash
                flows from operating activities:Net
                loss
            
            $
            (536,281
            )
            $
            (504,072
            )Adjustments
                to reconcile net loss to netcash
                used by operating activities:Depreciation
                and amortization
            
            
            11,766
            
            
            11,089Stock
                granted for services
            
            
            109,000
            
            
            84,950Stock-based
                compensation
            
            
            235,799
            
            
            142,856(Increase)
                decrease in:Accounts
                receivable
            
            
            (173,695
            )
            
            (6,734
            )Prepaid
                expenses
            
            
            2,580
            
            
            3,379Increase
                (decrease) in:Accounts
                payable
            
            
            20,590
            
            
            45,688Accrued
                interest
            
            
            19,186
            
            
            29,434Net
                cash used by operating activities
            
            
            (311,055
            )
            
            (193,410
            )Cash
                flows from investing activities:Purchase
                of fixed assets
            
            
            (3,611
            )
            
            -Patents
            
            
            (663
            )
            
            -Net
                cash used by investing activities
            
            
            (4,274
            )
            
            -Cash
                flows from financing activities:Issuance
                of common stock for cash, net
            
            
            33,553
            
            
            -Proceeds
                from stock option exercise
            
            
            29,750
            
            
            -Increase
                in short-term notes payable - officer/director
            
            
            -
            
            
            6,250Repayments
                of short-term notes payable - officer/director
            
            
            -
            
            
            (2,000
            )Increase
                in notes payable - officer/director
            
            
            -
            
            
            190,000Net
                cash provided by financing activities
            
            
            63,303
            
            
            194,250Net
                increase (decrease) in cash and cash equivalents
            
            
            (252,026
            )
            
            840Cash
                and cash equivalents at beginning of period
            
            
            844,309
            
            
            19,805Cash
                and cash equivalents at end of period
            
            $
            592,283
            
            $
            20,645





See
      accompanying notes to condensed financial statements.




-
          4
          -
 *Index*





**QUICK-MED
      TECHNOLOGIES, INC.**


**CONDENSED
      STATEMENTS OF CASH FLOWS**


**FOR
      THE THREE MONTHS ENDED SEPTEMBER 30, 2005 AND 2004
      (CONTINUED)**


**(UNAUDITED)**








**2005**
            
            **2004****Supplementary
                Information:**Cash
                paid for:Interest
            
            $
            -
            
            $
            -Income
                taxes
            
            $
            -
            
            $
            -Non-cash
                disclosures of investing andfinancing
                activities:Stock
                options granted to consultant
            
            $
            149,399
            
            $
            72,000Conversion
                of debt to equity
            
            $
            -
            
            $
            -





See
      accompanying notes to condensed financial statements.


-
          5
          -
 *Index*




**QUICK-MEDTECHNOLOGIES,
      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 three months ended September 30, 2005
      are not necessarily indicative of the results that may be expected for the
      year
      ending June 30, 2006. For further information, refer to the financial statements
      and the footnotes thereto contained in the Company’s Annual Report on Form
      10-KSB for the year ended June 30, 2005, 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.





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.





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.





Intangible
      Assets





The
      cost
      of obtaining license agreements along with the costs to defend the patents
      underlying the license agreements are capitalized and are amortized using the
      straight-line method over the estimated useful lives of the underlying license
      agreements. The costs of obtaining and maintaining new patents are capitalized
      and amortized using the straight-line method over the estimated useful lives
      of
      the patents. The cost of patents in process is not amortized until the patent
      is
      issued.





*Property
      and Equipment*





Property
      and equipment are stated at cost. Depreciation on property and equipment is
      computed using the straight-line method over the expected useful lives of the
      assets.





*Accounts
      Receivable and Allowance for Doubtful Accounts*





Accounts
      receivable as of September 30, 2005 represents amounts due from Engelhard
      Corporation and is reported in the balance sheet reduced by an allowance for
      doubtful accounts for estimated losses resulting from receivables not considered
      to be collectible. As of September 30, 2005, no allowance was considered
      necessary and all receivables were collected subsequent to September 30,
      2005.


-
          6
          -
 *Index*





**QUICK-MED
      TECHNOLOGIES, INC.**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(UNAUDITED)**





***NOTE
      1 - SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)***




Research
      and Development Costs





Research
      and development costs are expensed as incurred.





Earnings
      Per Share





Basic
      net
      earnings (loss) per common share are 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.





***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 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.





In
      December 2004, the Financial Accounting Standards Board ("FASB") issued a final
      standard, SFAS 123R, "Share-Based Payment," ("SFAS 123R"), which requires
      companies to expense the value of employee stock options and similar awards.
      Under SFAS 123R, share-based payment awards result in a cost that will be
      measured at fair value on the grant date of the awards, based on the estimated
      number of awards that are expected to vest. Compensation cost for awards that
      vest would not be reversed if the awards expire without being exercised. SFAS
      123R is effective for the Company beginning in the quarter ended September
      30,
      2005 and applies to all outstanding and unvested share-based payment awards
      at
      the adoption date. The Company adopted the modified prospective approach as
      its
      implementation method under this pronouncement. The fair value of stock options
      was determined using the Black-Scholes option-pricing model. The fair value
      of
      the restricted stock awards was based on the closing price of the Company's
      Common Stock on the date of grant. For the quarter ended September 30, 2005,
      the
      Company recorded costs related to this pronouncement, which include the effects
      of any grants made during the quarter, of approximately $345,000 or $0.01 per
      share on a basic and diluted basis.




On
        September 9, 2005, the Board of Directors (the “Board”) granted 130,000 shares
        of restricted common stock as payment for the services rendered by the board
        members for the year ended June 30, 2005 and all shares were immediately
        vested.
        In addition, the Board granted 710,000 stock options and 175,000 warrants
        to our
        employees and directors and consultants, respectively, in recognition of
        individual performance for the year ended June 30, 2005. The stock options
        and
        warrants were vested by one-third immediately, one-third will be vested on
        July
        1, 2006 and the remaining one-third will be vested on July 1, 2007, assuming
        the
        person receiving the equity awards is employed by the Company at the time
        of
        vesting. The exercise price of those stock options and warrants is $0.80
        per
        share, which was the closing price of the common stock on the date of grant.
        The
        weighted average grant date fair value of options was $0.72 per share based
        on
        the Black-Scholes option-pricing model. The options and warrants expire five
        years from the date of grant.
  The
          weighted average grant date fair value of options granted during the three
          months ended September 30, 2005 were estimated on the date of grant using
          the
          Black-Scholes option-pricing model with the assumptions noted in the following
          table. Expected volatilities are based on historical volatility of common
          stock,
          and other factors. The expected term of the options represents the period
          of
          time that options granted are expected to be outstanding and is derived
          from
          historical terms and other factors.


-
          7
          -
 *Index*




**QUICK-MED
      TECHNOLOGIES, INC.**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(UNAUDITED)**




Assumptions
      utilized to value options are as follows:





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





Prior
      to
      July 1, 2005, 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
      three months periods ended September 30, 2004 was $227,806.





At
      September 30, 2004, the Company’s net loss and loss per share would have been on
      a pro forma basis for the three months then ended  ($535,522) and
      ($0.03), respectively  as compared to the reported net loss and loss per
      share of  ($504,072) or ($0.03), respectively.


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 August 24, 2005, 175,000 options were exercised at $0.17 per
      share for an aggregate price of $29,750.





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, $4,333 of compensation expense was
      recorded during this fiscal year period. All the options expire five years
      after
      the grant date. On June 29, 2005, 16,666 options were exercised at $0.15 per
      share or an aggregate price of approximately $2,500.


-
          8
          -
 *Index*





**QUICK-MED
      TECHNOLOGIES, INC.**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(UNAUDITED)**





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, $598 of compensation expense was recorded in this period. All the options
      expire five years after the grant date.





A
      summary
      of options as at September 30, 2005 and 2004 is shown below:


**September
                30, 2005**
            
            **September
                30, 2004****Number**
            
            **Weighted-Average**
            
            **Number**
            
            **Weighted-Average****of
                Shares**
            
            **Exercise
                Price**
            
            **of
                Shares**
            
            **Exercise
                Price**Outstanding
                at beginning of period
            
            
            3,069,834
            
            $
            1.73
            
            
            2,983,500
            
            $
            2.17Granted
            
            
            710,000
            
            
            0.80
            
            
            585,000
            
            
            0.17Exercised
            
            
            (175,000
            )
            
            0.17
            
            
            -
            
            
            -Forfeited
            
            
            (825,000
            )
            
            2.61
            
            
            -
            
            
            -Outstanding
                at end of period
            
            
            2,779,834
            
            $
            1.33
            
            
            3,568,500
            
            $
            1.84Exercisable
                at end of period
            
            
            2,306,501
            
            
            
            
            
            3,568,500Available
                for issuance at end of period
            
            
            1,045,166
            
            
            
            
            
            271,500








During
      the three months ended September 30, 2005, the Company issued common stock
      warrants to consultants in recognition of their performance. These warrants
      were
      accounted for in accordance with the provisions of SFAS 123R. The vesting
      provisions were vested one third immediately on September 9, 2005, one third
      to
      be vested on July 1, 2006, and one third to be vested on July 1, 2007. 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)
            5Expected
                volatility
            138%Expected
                dividends
            None


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





**September
                30, 2005**
            
            **September
                30, 2004****Number**
            
            **Weighted-Average**
            
            **Number**
            
            **Weighted-Average****of
                Shares**
            
            **Exercise
                Price**
            
            **of
                Shares**
            
            **Exercise
                Price**Outstanding
                at beginning of period
            
            
            718,048
            
            $
            0.24
            
            
            567,500
            
            
            0.20Granted
            
            
            178,346
            
            
            0.72
            
            
            15,000
            
            
            0.15Exercised
            
            
            -
            
            
            -
            
            
            -
            
            
            -Forfeited
            
            
            -
            
            
            -
            
            
            -
            
            
            -Outstanding
                at end of period
            
            
            896,394
            
            $
            0.35
            
            
            567,500
            
            $
            0.20Exercisable
                at end of period
            
            
            621,394
            
            
            
            
            
            506,664





-
          9
          -
 *Index*





**QUICK-MED
      TECHNOLOGIES, INC.**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(UNAUDITED)**





**NOTE
      3 - STOCKHOLDERS’ EQUITY (DEFICIT)**





In
      July
      and August 2005, the Company issued a total of 54,118 shares of restricted
      common stock for an aggregate purchase price of $33,553 or $0.62 per share
      for
      cash.





In
      August
      2005, the Company issued 175,000 shares of restricted common stock for an
      aggregate exercise price of $29,750 or $0.17 per share resulting from the
      exercise of a stock option.





In
      September 2005, the Company issued 130,000 shares of restricted common stock
      for
      the payment of services rendered by the members of the Board of Directors.
      In
      addition, the Company granted stock options and warrants of 710,000 and 175,000
      respectively to the employees and consultants at the exercise price of $0.80
      per
      share as performance bonus according to the vesting schedule. Further, the
      Company issued 5,556 shares of restricted common stock for payment of services
      provided by a consultant.








***NOTE
      4 - RELATED PARTY TRANSACTIONS***





For
      the
      three months ended September 30, 2005 and 2004, the Company received $0 and
      $196,250 respectively, from our Company’s Chairman and President. The funding
      received from our Chairman in 2004 was part of the convertible note payable
      as
      described below. The notes and related interest to our President was paid in
      full as of June 30, 2005. The short term notes to our Chairman were subsequently
      consolidated into a long term convertible note as described below.





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, as defined. These amounts were converted at a conversion
      price applicable to the convertible debt of $0.38 per share. At September 30,
      2005, the convertible note outstanding balance to our Chairman was $1,268,625
      convertible into 3,338,487 shares of restricted common stock. At September
      30,
      2005, the Company accrued interest on the convertible note of $56,932 at a
      rate
      of 6% per annum.





During
      the three months ended September 30, 2004, we raised a total of approximately
      $196,250 through: (a) $190,000 borrowed from our Chairman, and (b) $6,250
      borrowed from our President.





**NOTE
      5 - CONTINGENCIES**





In
      connection with the master agreement with Engelhard Corporation, in August
      2002
      we signed a product development and distribution agreement for Ilomastat with
      Engelhard (the “Product Agreement”). The Product Agreement requires Engelhard to
      obtain at least one significant sales contract within one year of the effective
      distribution date, as defined, that we realize the combined annualized net
      profit run rate milestone of at least $1 million per annum by May 2005. On
      April
      18, 2005, we sent a notice to cure to Engelhard for the noncompliance on the
      one
      significant sales contract provision and to determine the achievability of
      the
      key profit milestones.





On
      September 19, 2005, we sent a notice of material default and termination to
      Engelhard as it is in breach of its contractual obligations under the master
      agreement and the Product Agreement (collectively the “Agreements”). Engelhard
      failed at least two critical milestones (1) to develop at least one significant
      sales contract within one year of the effective distribution date and (2) to
      have us realize a combined annualized net profit of $1 million per year by
      May
      2005. In accordance with the termination procedure provide for in the
      Agreements, we will terminate the Agreements in their entirety thirty (30)
      days
      from Engelhard’s receipt of the termination notice provided that Engelhard does
      not cure its material breaches among others within that time
      period.





On
      or
      about October 20, 2005, the Company and Engelhard entered into the tolling
      agreements extending the termination period to December 12, 2005.





In
      accordance with the termination provision of the Agreements, within thirty
      (30)
      days Engelhard must deliver to us any and all materials containing our trade
      secrets or confidential information, and must cease and desist from using our
      trade secrets or confidential information along with any trademark or trade
      names associated with our intellectual property including without limitation
      “EquistatTM.” We are currently assessing our legal remedies and investigating our
      damages.





During
      the three months period ended September 30, 2005, more than ninety-five (95%)
      percent of the revenues are derived under the Agreements. The failure of
      Engelhard to cure its material breaches will terminate these Agreements and
      it
      may have a material adverse impact on the Company’s revenues for the fiscal year
      ending June 30, 2006.


-
          10
          -
 *Index*





**QUICK-MED
      TECHNOLOGIES, INC.**


**NOTES
      TO CONDENSED FINANCIAL STATEMENTS**


**(UNAUDITED)**





***NOTE
      6 - SUBSEQUENT EVENTS***





On
      November 14, 2005, the United States Army Small Business Innovative Research
      (“SBIR”) has competitively awarded a Phase I contract to the company for
      Chemical Casualty Care: Wound Dressing to Speed Wound Closure Following
      Debridement of Cutaneous Vesicant Injuries.





Under
      the
      Phase I contract, the Company will design a prototype wound dressing using
      advancements in the NIMBUSTM technology to speed the healing of wounds from
      chemical blister agents. The term of the contract for Phase I is from November
      14, 2005 to October 13, 2006. The total funding contract is approximately
      $70,000.








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







The
      following discussion should be read in conjunction with our financial statements
      and related notes appearing elsewhere in this Form 10-QSB and our Annual Report
      on Form 10-KSB for our fiscal year ended June 30, 2005. The terms "the Company,"
      "we," "our" or "us" refer to Quick-Med Technologies, Inc.  This discussion
      contains forward-looking statements based on our current expectations,
      assumptions, and estimates. The words or phrases "believe," "expect," "may,"
      "anticipates," or similar expressions are intended to identify "forward-looking
      statements." Actual results could differ materially from those projected in
      the
      forward-looking statements as a result of a number of risks and uncertainties
      pertaining to our business, including: (a) because we have a limited operating
      history and our technologies are still evolving, we may not be able to
      successfully manage our business or achieve profitability; (b) our technology
      and product development processes, which include regulatory approvals, are
      lengthy and expensive and there is no assurance that will have sufficient
      resources to complete development related to these processes; (c) our history
      of
      losses make it difficult for you to evaluate our current and future business
      and
      prospects and future financial results; (d) there is no assurance that our
      technologies or products will be accepted in the marketplace; (e) we do not
      currently carry product liability insurance; should we be subject to a product
      liability claim, our financial condition may be adversely affected; (f) we
      have
      negative cash flow from operations and an accumulated deficit that raises
      substantial doubt about our ability to continue as a going concern; (g) our
      future business is dependent upon third parties to market, manufacture, and
      distribute our technologies and/or products or jointly developed products;
      (h)
      our operations had been largely funded by our Chairman of the Board, and are
      currently funded by our equity financings in November 30 and December 31, 2004;
      however, there are no assurances that these equity financings will be sufficient
      to ensure our future financial performance; (i) we have substantial debt
      obligations due to our Chairman of the Board, who previously funded our
      operations, debt obligations that are secured by our assets and revenues and
      are
      senior obligations we owe to our Chairman of the Board; 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.




-
          11
          -
 *Index*




**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:




·
            License
                fees;


·
            Profit
                sharing revenues;


·
            Research
                and development fees paid to us in connection with joint development
                agreements; and


·
            Government
                research and development grants.




Our
      potential revenues will be derived from government agencies and the following
      types of companies in connection with our NIMBUSTM  and
      MultiStatTM technologies:




·
            Healthcare
                and medical;


·
            Apparel;


·
            Cosmetic;


·
            Personal
                care companies; and


·
            Building
                materials industry.





Recent
      Developments





During
      2005, through our agreement with Engelhard, products that have incorporated
      our
      MultiStatTM technologies are now being commercialized through various skin care
      and anti-aging products, including such products sold by Bath and Body Works
      and
      Elizabeth Arden.


On
      November 14, 2005, the United States Army Small
      Business Innovative Research (“SBIR”) has competitively awarded a Phase I
      contract to us to utilize our NIMBUSTM technology  for
      Chemical Casualty Care: Wound Dressing to Speed Wound Closure Following
      Debridement of Cutaneous Vesicant Injuries.





Uncertainties
      and Trends




Our
      revenues are dependent now and in the future upon the following factors:




·
            Acceptance
                of our technologies, products or future products in the marketplace;


·
            Our
                partner’s ability to develop, market and distribute our technologies under
                a strategic partnership agreement;


·
            Demand
                for products or future products that utilize our
                technologies;


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


·
            Our
                ability to market our technologies and services to health care, apparel,
                cosmetic, and personal care companies;


·
            Our
                ability to successfully conduct laboratory and clinical testing of
                our
                technologies and potential products; and


·
            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 that may prove to be superior in performance and/or price
      to
      our products.





**Capital
      Expenditures and Requirements**





From
      2000
      to 2005, we have spent approximately $370,000 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
            -
 *Index*





**Results
      of Operations**





***Comparison
      of Three Months Ended September 30, 2005 and 2004***





Revenues. During
      the three months ended September 30, 2005 we had $357,849 of revenues, compared
      to $21,014 of revenues for the three months ended September 30, 2004,
      representing a 1,591% increase in our revenues. Our revenues during the three
      months ended September 30, 2005 consisted of: (a) $355,349, 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 for product development, manufacturing and
      distribution; and (b) $2,500 which represented a pro rata share of the fees
      related to a research agreement unrelated to our core technologies, which was
      completed in July 2005.





In
      connection with the master agreement with Engelhard Corporation, in August
      2002
      we signed a product development and distribution agreement for Ilomastat with
      Engelhard (the “Product Agreement”). The Product Agreement requires Engelhard
      to: (a) obtain at least one significant sales contract within one year of the
      effective distribution date, as defined; and (b) our realizing a combined
      annualized net profit run rate milestone of at least $1 million per annum by
      May
      2005. On April 18, 2005, we sent a notice to cure to Engelhard for the
      noncompliance of  the one significant sales contract provision and to
      determine the achievability of the key profit milestones.





On
      September 19, 2005, we sent a notice of material default and termination to
      Engelhard informing Engelhard of its breaches of contract under the master
      agreement and the Product Agreement (collectively the “Agreements”),
      specifically Engelhard’s failure to: (1) develop at least one significant sales
      contract within one year of the effective distribution date; and (2) have us
      realizing a combined annualized net profit of $1 million per year by May 2005.
      As provided for in the Agreements, , we will terminate the Agreements in their
      entirety thirty (30) days from Engelhard’s receipt of the termination notice, if
      Engelhard fails to cure its material breaches within that time period. The
      termination procedures provided for in the Agreements, further provide that
      within thirty (30) days Engelhard must deliver to us all materials containing
      our trade secrets or confidential information, and must cease and desist from
      using our trade secrets or confidential information along with any trademark
      or
      trade names associated with our intellectual property, including without
      limitation “Equistat.” We are currently assessing our legal remedies and
      investigating our damages.





On
      or
      about October 20, 2005, Engelhard and we entered into tolling agreements
      extending the termination period to December 12, 2005 to negotiate with
      Engelhard regarding the above matters; however, there is no assuance that these
      negotiations will be successful. Should our agreement with Engelhard be
      terminated, our future revenues may be adversely effected.





Operating
      Losses. Operating losses for the three months ended September 30, 2005 increased by
      7% or
 $35,064 to ($536,281) for the three months ended September 30, 2005 from
      ($504,072) for the three months ended September 30, 2004. The increase in
      operating loss was primarily due to: (a) an increase of $116,993 or 51% in
      non-cash stock-based compensation; (b) an increase of $147,386 or 208% increase
      in research and development expenses; (c) a proportionate increase of $66,867
      or
      1,591% in cost of revenues; and (d) an increase of $50,224 or 28% in general
      and
      administrative expenses offset by a reduction of $10,248 in interest expense
      for
      the comparable prior period.





Non-Cash
      Stock-Based Compensation. Non-Cash
      Stock-Based Compensation increased $116,993 or 51%
      to
      $344,799 for the three months ended September 30, 2005, from $227,806 for the
      three months ended September 30, 2004. This increase in non-cash stock based
      compensation was attributed to several factors. First, we issued 125,000 more
      options to our employees, directors and consultants in 2005 at a higher exercise
      price of $0.80 per share -- 710,000 stock options in 2005 compared to
      approximately 585,000 stock options issued in 2004 at a lower exercise price
      of
      an average closing price of $0.17, which resulted in the recognition of a large
      compensation expense in 2005. Second, effective July 1, 2005, we adopted
      Statement of Financial
      Accounting Standards (“ SFAS”)
      123R, "Share-Based Payment," ("SFAS 123R"), which requires companies to expense
      the value of employee stock options and similar awards. Prior to July 1, 2005, the
      Company has elected to account for the stock options granted to employees under
      the Accounting Principles Board Opinion (‘APB”) No. 25, “Accounting for Stock
      Issued to Employees,” and related interpretations. Under APB No. 25, no
      compensation was recorded for stock options granted to the employees as long
      as
      the exercise price of the stock options equals the market value of the common
      stock at the date of grant. Hence, we recognized a larger compensation expense
      of approximately $86,000 in 2005 more than the comparable prior period. Third,
      although in both 2005 and 2004 we paid our directors for their services with
      our
      restricted common stock, the $0.80 per share price was much higher in 2005
      as
      compared to the $0.17 per share price for those in 2004 at the time of issuance.
      Therefore, we took a larger expense of approximately $23,000 in 2005, even
      though the number of shares granted in 2005 was smaller than 2004.





-
          13
          -
 *Index*





Research
      and Development Expense. Research
      and development expense increased by $147,386 or 208% to $218,232 for the three
      months ended September 30, 2005, from $70,846 for the three months ended
      September 30, 2004, as a result of increased research projects, additional
      hiring of scientists and personnel that increased our research staff from 2
      to 6
      persons, and increased usage of scientific consulting services.





General
      and Administrative Expense .
      General
      and administrative expense increased by $50,224 or 28% to $231,932 for the
      three
      months period ended September 30, 2005, from $181,708 for the three months
      period ended September 30, 2004. This increase in our general and administrative
      expenses is primarily attributed to legal fees for patent related work, 
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.





Interest
      Income. During
      the three months ended September 30, 2005, we had $2,855 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 2004 period.





Interest
      Expense. Interest
      expense for the three months period ended September 30, 2005 decreased $10,248
      or 35% to $19,186, compared to $29,434 the three months period ended September
      30, 2004. This decrease was due to a decrease of $800,000 or 38% in the average
      outstanding loan balance due to our Chairman of the Board, to approximately
      $1,300,000 average outstanding loan balance due to our Chairman during the
      three
      months ended September 30, 2005, compared to approximately $2,100,000 for the
      comparable 2004 period.




Net
      Loss. Net loss
      for the three months period ended September 30, 2005 was ($536,281) or ($0.02)
      per share compared to ($504,072) or ($0.03) per share for the three months
      period ended September 30, 2004. This increase is primarily attributable to
      increases in non-cash stock-based compensation, research and development
      expenses, and general and administrative expense.





-
          14
          -
 *Index*





**Liquidity
      and Capital Resources**





Our
      auditors have issued a going concern opinion on our audited financial statements
      for the fiscal years ended June 30, 2005 and 2004 since during those periods
      we
      experienced recurring losses and negative cash flows from operations as well
      as
      a net capital deficiency. These matters raise substantial doubt about our
      ability to continue as a going concern.





Total
      cash on hand at September 30, 2005 was $592,283, as compared with June 30,
      2005 of  $844,309.




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.




In
      June
      2005, we issued 16,666 shares of restricted common stock for aggregate exercise
      price of $2,500 in cash from an exercise of an employee stock
      option.




In
      July
      2005, we issued 40,322 shares of restricted common stock for an aggregate
      purchase price of $25,000 in cash.




In
      August
      2005, we issued 13,795 shares of restricted common stock for an aggregate
      purchase price of $8,553 in cash.




In
      August
      2005, we issued 175,000 shares of restricted common stock for an aggregate
      exercise price of $29,750 in cash from an exercise of a stock
      option.




Based
      on
      our cash position at September 30, 2005, we cannot continue to satisfy our
      current cash requirements for a period of twelve (12) months through our
      existing capital. We anticipate total estimated patent related legal fees,
      operating and research and development expenditures of approximately $156,000
      per month or an aggregate of approximately $1,872,000 over the next twelve
      (12)
      months, in the following areas:




-
          15
          -
 *Index*




·
            Research
                and development expenditures of approximately $75,000 per month or
                an
                aggregate of $900,000 that will consist of the following estimated
                monthly
                expenditures: (a) $45,000 in payroll for scientists; (b) $15,000
                for
                outside research and development expenditures; and (c) $15,000 for
                chemical supplies, and laboratory operating expenses, including rent
                expense.


·
            Patent
                related legal fees of approximately $20,000 per month or an aggregate
                of  $240,000; and


·
            Operating
                expenses of approximately $54,000 per month or an aggregate of $648,000,
                including officer and director insurance, general liability insurance,
                rent, consulting fees, utilities, legal and accounting fees, and
                payroll.


·
            Financing
                expense of approximately $7,000 per month or an aggregate of $84,000
                for
                interest payments of the outstanding note due to our Chairman of
                the
                Board.




Our
      current cash balance of $592,283 as of September 30, 2005 will satisfy our
      cash
      requirements for only approximately four (4) months.






If
      needed, 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. There
      are
      no assurances that the equity and/or debt financing will be successful or
      sufficient to meet our cash requirements if we raise additional cash or our
      cash
      conservation strategy will be successful.






As
      of
      September 30, 2005, we have notes outstanding to our Chairman of the Board
      totaling $1,268,625. During the year ended June 30, 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 year ended June 30, 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.




·
            Significantly
                reduce, eliminate or curtail our business, operating and research
                and
                development activities so as to reduce operating costs;


·
            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;


·
            Pay
                our liabilities in order of priority, if we have available cash to
                pay
                such liabilities;


·
            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;


·
            File
                a Certificate of Dissolution with the State of Nevada to dissolve
                our
                corporation and close our business;


·
            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


·
            Make
                the appropriate filings with the National Association of Security
                Dealers
                to affect a delisting of our stock.




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.






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.




-
            16
            -
 *Index*




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




At
      September 30, 2005, we had a negative working capital of ($644,343), that is
      primarily due to: (a) accrued interest on the stockholder loan totaling $56,932,
      (b) accounts payable of $133,872, and the short-term note payable of $1,268,625. At
      September 30, 2005, we had a stockholders’ deficit of $480,388, 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 $311,055 for the three months ended September 30,
      2005. Net cash used by investing activities was $4,274. Net cash provided by
      financing activities was $63,303 of which $33,553 was from the sale of our
      restricted common stocks and $29,750 from the exercise of 175,000 stock
      options.






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 year ended June 30, 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
        July
        and August 2005, we issued a total of 54,118 shares of restricted common
        stock for an aggregate purchase price of $33,553 or $0.62 per share for
        cash.
 
 In
        August
        2005, we issued 175,000 shares of restricted common stock for an aggregate
        exercise price of $29,750 or $0.17 per share resulting from the exercise
        of a
        stock option.


**Contractual
      Obligations And Commercial Commitments**






The
      following table summarizes our contractual obligations and commercial
      commitments as of June 30, 2006:







Significant
                Obligations
            
            Total
            
            Within
                1 Year
            
            2-3
                Years
            
            4-5
                Years
            
            After
                5 YearsCapital
                Leases
            
            $
            -Operating
                Leases
            
            $
            9,162
            
            $
            9,162
            
            $
            -
            
            $
            -
            
            $
            -







We
      are
      committed under our lease for our Gainesville, Florida office and laboratory
      facilities. This lease expires in March 2006. We do not have any capital
      leases.




-
            17
            -
 *Index*




**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 September 30, 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.







*Changes
      in Internal Controls over Financial Reporting*




As
      of the
      end of our quarter ended September 30, 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.


-
            18
            -
 *Index*





**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
      19, 2005, we sold 40,322 shares of common stock to Mr. Roy Carr for a price
      of
      $0.62 per share or in aggregate of $25,000 in cash. 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. Roy Carr stating that the securities were not registered under
      the
      Securities Act and are subject to restrictions on their transferability and
      resale.




On
      August
      12, 2005, we sold 13,795 shares of common stock to Phronesis Partners, L.P.
      for
      a price of $0.62 per share or in aggregate of $8,553 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 Phronesis Partners, L.P. stating that
      the securities were not registered under the Securities Act and are subject
      to
      restrictions on their transferability and resale.





On
      August
      24, 2005, we issued 175,000 shares of common stock to Mr. Gerald Olderman,
      one
      of our directors, as he exercised his stock option at $0.17 per share or an
      aggregate price of $29,750. We relied upon section 4(2) of the Securities Act
      for the offer and sale. We believed that Section 4(2) was available because
      the
      offer and sale did not involve a public offering and there was not general
      solicitation or general advertising involved in the offer or sale. We placed
      restrictive legends on the security certificates representing these securities
      issued to Mr. Gerald Olderman stating the securities were not registered under
      the Securities Act and are subject to restrictions on their transferability
      and
      resale.





On
      September 9, 2005, we granted 20,000 shares of common stock to Mr. Michael
      R.
      Granito for his services as a member of the board of directors, audit and
      executive committees. In addition, we granted to Mr. Granito an option to
      acquire up to 100,000 shares of restricted common stock at an exercise price
      of
      $0.80 per share, the then current market value of our common stock. These stock
      options were issued to Mr. Granito for his services as our Chairman of the
      Board. We relied upon Section 4(2) of the Securities Act for the offer and
      sale.
      We believed that Section 4(2) was available because the offer and sale did
      not
      involve a public offering and there was not 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 the
      securities were not registered under the Securities Act and are subject to
      restrictions on their transferability and resale.





On
      September 9, 2005, we issued 17,500 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
      150,000 shares of restricted common stock for his services as our President
      at
      an exercise price of $0.80 per share, the then current market value of our
      common stock. 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 not 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 the securities were not registered under the Securities Act and are
      subject to restrictions on their transferability and resale.


-
          19
          -
 *Index*





On
      September 9, 2005, we granted 20,000 shares of common stock to Mr. Paul G.
      Cerjan for his services as a member of the board of directors, executive
      committee, and compensation committees. We relied upon Section 4(2) of the
      Securities Act for the offer and sale. We believed that Section 4(2) was
      available because the offer and sale did not involve a public offering and
      there
      was not general solicitation or general advertising involved in the offer or
      sale. We placed restrictive legends on the security certificates representing
      these securities issued to Mr. Cerjan stating the securities were not registered
      under the Securities Act and are subject to restrictions on their
      transferability and resale.





On
      September 9, 2005, we issued 17,500 shares of common stock to Mr. Gerald M.
      Olderman for his services as a member of the board of directors, and
      compensation committee. In addition, we granted to Mr. Olderman an option to
      acquire up to 150,000 shares of restricted common stock at an exercise price
      of
      $0.80 per share, the then current market value of our common stock. These stock
      options were issued to Mr. Olderman as a performance bonus in his capacity
      as
      our Vice President, Research and Development and Commercialization. We relied
      upon Section 4(2) of the Securities Act for the offer and sale. We believed
      that
      Section 4(2) was available because the offer and sale did not involve a public
      offering and there was not 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 the
      securities were not registered under the Securities Act and are subject to
      restrictions on their transferability and resale.





On
      September 9, 2005, we granted 22,500 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. We relied upon Section 4(2)
      of
      the Securities Act for the offer and sale. We believed that Section 4(2) was
      available because the offer and sale did not involve a public offering and
      there
      was not general solicitation or general advertising involved in the offer or
      sale. We placed restrictive legends on the security certificates representing
      these securities issued to Mr. Friel stating the securities were not registered
      under the Securities Act and are subject to restrictions on their
      transferability and resale.





On
      September 9, 2005, we issued 15,000 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 at an exercise price of $0.80 per share, the then current market
      value of our common stock. These stock options were issued to Mr. Schultz for
      his services as our Vice President, Laboratory and Clinical Research. We relied
      upon Section 4(2) of the Securities Act for the offer and sale. We believed
      that
      Section 4(2) was available because the offer and sale did not involve a public
      offering and there was not 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 the
      securities were not registered under the Securities Act and are subject to
      restrictions on their transferability and resale.





On
      September 9, 2005, we granted 17,500 shares of common stock to Mr. Richard
      F.
      Caffrey for his services as a member of the board of directors. We relied upon
      Section 4(2) of the Securities Act for the offer and sale. We believed that
      Section 4(2) was available because the offer and sale did not involve a public
      offering and there was not general solicitation or general advertising involved
      in the offer or sale. We placed restrictive legends on the security certificates
      representing these securities issued to Mr. Caffrey stating 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.





On
      September 9, 2005, we granted to Mr. William Toreki, III an option to acquire
      up
      to 75,000 shares of restricted common stock at an exercise price of $0.80 per
      share, the then current market value of our common stock. These stock options
      were issued to Mr. Toreki as a performance bonus in connection with his position
      as our Senior Polymer Scientist. 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 certificates representing the shares and stock
      options issued to Mr. Toreki stating the securities were not registered under
      the Securities Act and are subject to restrictions on their transferability
      and
      resale.





On
      September 9, 2005, we granted to Mr. Bernd Liesenfeld an option to acquire
      up to
      50,000 shares of restricted common stock at an exercise price of $0.80 per
      share, the then current market value of our common stock. These stock options
      were issued to Mr. Liesenfeld as a performance bonus in connection with his
      position as our Senior Scientist. 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 certificates representing the shares and stock
      options issued to Mr. Liesenfeld stating the securities were not registered
      under the Securities Act and are subject to restrictions on their
      transferability and resale.


-
          20
          -
 *Index*





On
      September 9, 2005, we granted to Ms. Susan Leander an option to acquire up
      to
      25,000 shares of restricted common stock at an exercise price of $0.80 per
      share, the then current market value of our common stock. These stock options
      were issued to Ms. Leander as a performance bonus in connection with her
      position as our Polymer Scientist. 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 certificates representing the shares and stock
      options issued to Ms. Leander stating the securities were not registered under
      the Securities Act and are subject to restrictions on their transferability
      and
      resale.





On
      September 9, 2005, we granted to Mr. David Moore an option to acquire up to
      20,000 shares of restricted common stock at an exercise price of $0.80 per
      share, the then current market value of our common stock. These stock options
      were issued to Mr. Moore as a performance bonus in connection with his position
      as our Senior Microbiologist. 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 certificates representing the shares and stock
      options issued to Mr. Moore stating the securities were not registered under
      the
      Securities Act and are subject to restrictions on their transferability and
      resale.





On
      September 9, 2005, we granted to Mr. Paul Dominguez an option to acquire up
      to
      15,000 shares of restricted common stock at an exercise price of $0.80 per
      share, the then current market value of our common stock. These stock options
      were issued to Mr. Dominguez as a performance bonus in connection with his
      position as our Microbiologist. 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 certificates representing the shares and stock
      options issued to Mr. Dominguez stating the securities were not registered
      under
      the Securities Act and are subject to restrictions on their transferability
      and
      resale.





On
      September 9, 2005, we granted to Mr. Roy Carr an option to acquire up to 25,000
      shares of restricted common stock at an exercise price of $0.80 per share,
      the
      then current market value of our common stock. These stock options were issued
      to Mr. Carr as a performance bonus in connection with his position as our
      Director of Medical Devices. 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 certificates representing the shares and stock
      options issued to Mr. Carr stating the securities were not registered under
      the
      Securities Act and are subject to restrictions on their transferability and
      resale.





On
      September 9, 2005, we granted to Ms. Natasha Sorobey a warrant to acquire up
      to
      25,000 shares of restricted common stock at an exercise price of $0.80 per
      share, the then current market value of our common stock. These stock options
      were issued to Ms. Sorobey as a performance bonus in connection with her
      position as our Corporate Secretary. 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 certificates representing the shares
      and stock options issued to Mr. Sorobey stating the securities were not
      registered under the Securities Act and are subject to restrictions on their
      transferability and resale.





On
      September 9, 2005, we granted to Mr. Christopher Batich a warrant to acquire
      up
      to 50,000 shares of restricted common stock at an exercise price of $0.80 per
      share, the then current market value of our common stock. These stock options
      were issued to Mr. Batich in connection with his position as our Consultant
      for
      Bioengineering and Material Science. 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 certificates representing the shares
      and stock options issued to Mr. Batich stating the securities were not
      registered under the Securities Act and are subject to restrictions on their
      transferability and resale.





On
      September 9, 2005, we granted to Mr. Nam Nguyen an option to acquire up to
      150,000 shares of restricted common stock at an exercise price of $0.80 per
      share, the then current market value of our common stock. These stock options
      were issued to Mr. Nguyen as a performance bonus in connection with Mr. Nguyen’s
      position as our Chief Financial Officer. 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 certificates representing the shares
      and stock options issued to Mr. Nguyen stating the securities were not
      registered under the Securities Act and are subject to restrictions on their
      transferability and resale.




-
            21
            -
 *Index*





On
      September 30, 2005, we issued a warrant to GSP Consulting, Inc. (“GSP”)
      entitling GSP to acquire up to 3,345 shares of common stock at an exercise
      price
      ranging from $0.83 to $0.96 per share, the then-current market value of our
      common stock. This warrant was issued to GSP as partial payment for services
      rendered to us by GSP from July to September 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 GSP stating that the securities were not registered under
      the
      Securities Act and are subject to restrictions on their transferability and
      resale.




On
      September 30, 2005, we issued 5,556 shares of our common stock to Mr. Dennis
      Everhart in exchange for approximately $5,000, which we owed to Mr. Everhart
      for
      services rendered to us. The shares granted to Mr. Everhart were valued at
      price
      of $0.90 per share, for an aggregate price of approximately $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 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. Everhart stating that the securities
      were
      not registered under the Securities Act and are subject to restrictions on
      their
      transferability and resale.




-
          22
          -
 *Index*




**Item
      3****. Defaults Upon Senior
      Securities**





None.





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





None








**Item
      5. Other Information.**


None





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





Exhibits





2.1
            Merger
                Agreement dated March 19, 2001 between Above Average Investments
                Ltd. and
                Quick- Med Technologies, Inc. (1)


2.2
            Amendment
                to Merger Agreement (1)


3.1
            Articles
                of Incorporation (1)


3.2
            Bylaws
                (1)


10.1
            Quick-Med
                Technologies' MMP License Agreement
                (1)


10.2
            Quick-Med
                Technologies Stock Option Plan (1)


10.3
            Cooperative
                Research and Development Agreement - The U.S. Army Medical Research
                Institute of Chemical Defense (1)


10.4
            Financing
                Agreement - Euro Atlantic Capital Corporation
                (1)


10.5
            Consulting
                Agreement - Gregory Schultz (1)


10.5.1
            Consulting
                Agreement - Christopher T. Batich
                (1)


10.5.2
            Consulting
                Agreement - Bruce Mast (1)


10.5.3
            Consulting
                Agreement - William Toreki (1)


10.6
            Note
                issued to Michael R. Granito by Quick-Med Technologies
                (1)


10.7
            Employment
                Agreement - Gerard Bencen (1)


10.8
            Research
                and Development Agreement - The Collaborative Group
                (2)


10.9
            Agreement
                Between Noville and Quick-Med Technologies, Inc.
                (3)


10.10
            Agreement
                between United States Army Medical Research Acquisition Activity
                and
                Quick-Med Technologies, Inc.


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.





-
          23
          -
 *Index*




**SIGNA****TURES**








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
            November
                18, 2005
            By:
                /s/ David S. LernerDavid
                S. LernerPresident
                and Principal Executive Officer





Date
            November
                18, 2005
            By:
                /s/ Nam H. NguyenNam
                H. NguyenChief
                Financial Officer




-
      24
      -