UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549





FORM
10-Q/A





Amendment
No. 1








(Mark
One)




x
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 or 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
quarterly period ended September 30, 2008.





or




 ̈
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from
to.





Commission
File Number: 0-27545





QUICK-MED
TECHNOLOGIES, INC.


(Exact
Name of Registrant as Specified in its Charter)




Nevada
            
            65-0797243(State
      or Other Jurisdiction of
              Incorporation
      or Organization)
            
            (I.R.S.
      Employer Identification No.)





902
N.W. 4th
Street


GAINESVILLE,
FLORIDA 32601


(Address
of Principal Executive Offices) (Zip Code)





(888)
835-2211


(Registrant’s
Telephone Number, Including Area Code)





N/A


(Former
Name, Former Address and Former Fiscal Year, If Changes Since Last
Report)





Indicate
by check mark whether the registrant (1) has filed all reports required to
be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 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   ̈





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, non-accelerated filer or a smaller reporting company. See the
definitions of “large accelerated filer,” “accelerated filer” or “smaller
reporting company” in Rule 12b-2 of the Exchange Act (Check
one).





Large
accelerate filer   ̈                           Accelerated
filer   ̈





Non-accelerated
filer   ̈  (Do not
check if a smaller reporting
company)





Smaller
reporting company   x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).  Yes   ̈    No   ̈





As of
November 7, 2008, there were 30,874,196 shares of common stock, par value
$0.0001 per share, outstanding.











EXPLANATORY
NOTE





We are
amending this Form 10-Q for the quarter ended September 30, 2008 (the “Original
Filing”) by modifying Exhibits 31.1 and 31.2 to address internal controls over
financial reporting of the Company.





Information
in this Amendment is as of the date of the Original Filing and does not reflect
any subsequent information or events occurring after the date of the Original
Filing, except to reflect the changes noted above.  Accordingly, the
Amendment should be read in conjunction with our filings made with the
Securities and Exchange Commission subsequent to the Original
Filing.  The filing of this Amendment to our Quarterly Report on Form
10-Q shall not be deemed an admission that the Original Filing or any subsequent
amendment, when made, included any untrue statement of a material fact or
omitted to state a material fact necessary to make a statement not
misleading.















SIGNATURES
 
 
 In
accordance with the requirements of the Securities Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned,
thereunto duly authorized.
 
 Quick-Med
      Technologies, Inc.___________________________(Registrant)
 
 Date
              February
      13, 2009
              By:
      /s/ J. Ladd Greeno________________________J.
      Ladd GreenoChief
      Executive Officer and Principal Executive
  Officer
 
 Date
              February
      13, 2009
              By:
      /s/ Nam H. Nguyen_______________________Nam
      H. NguyenChief
      Financial Officer