U.S.
      SECURITIES AND EXCHANGE COMMISSION


Washington,
      D.C. 20549





FORM
      10-QSB





x
            Quarterly
                report under Section 13 or 15(d) of the Securities Exchange Act of
                1934
                for the quarterly period ended September 30,
                2007





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
            
            65-0797243(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







Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Exchange Act) ___ 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 8, 2007:
      30,691,124








**QUIICK-MED
                TECHNOLOGIES, INC.**
              
              INDEX
                TO FORM 10-QSBPART
                I
            **FINANCIAL
                INFORMATION**Item
                1. Financial StatementsCondensed
                Balance Sheet as of September 30, 2007 (unaudited)
            1Condensed
                Statements of Operations for the****three
                months ended September 30, 2007 (unaudited)
            2Condensed
                Statement of Changes in Stockholders’ Deficit for the three
                months****ended
                September 30, 2007 (unaudited)
            3Condensed
                Statements of Cash Flows for the three months ended
                September 30, 2007 and 2006 (unaudited)
            4Notes
                to Condensed Financial Statements
            5-11Item
                2. Management’s Discussion and Analysis of Financial
                Condition and Results of Operations
            12-17Item
                3. Controls and Procedures
            17PART
                II
            **OTHER
                INFORMATION**Item
                1. Legal Proceedings
            18Item
                2. Unregistered Sales of Equity Securities and Use
                of
                Proceeds
            18Item
                3. Defaults Upon Senior Securities
            18Item
                4. Submission of Matters to a Vote of Security
                Holders
            19Item
                5. Other Information
            19Item
                6. Exhibits
            19SIGNATURES
            20


index




**PART I**
              **FINANCIAL
                INFORMATION**




**ITEM 1.**
            **FINANCIAL
              STATEMENTS**


QUICK-MED
        TECHNOLOGIES,
        INC.
 **CONDENSED
        BALANCE SHEET**
 **AS
        OF SEPTEMBER 30, 2007**
 **(UNAUDITED)**
  **ASSETS****2007**Current
                    assets:Cash
                    and cash equivalents
                
                $
                71,714Restricted
                    cash
                
                
                162,890Accounts
                    receivable
                
                
                312,642Total
                    current assets
                
                
                547,246Property
                    and equipment, net
                
                
                28,041Other
                    assets:Prepaid
                    expenses
                
                
                2,065Intangible
                    asset, net
                
                
                419,959Total
                    other assets
                
                
                422,024Total
                    assets
                
                $
                997,311**LIABILITIES
                    AND STOCKHOLDERS' DEFICIT**Current
                    liabilities:Accounts
                    payable
                
                $
                917,815Unearned
                    revenue
                
                
                71,428Accrued
                    expenses
                
                
                10,002Total
                    current liabilities
                
                
                999,245License
                    payable
                
                
                160,000Long-term
                    liability - convertible note payable - related party
                
                
                377,795Long-term
                    liability - convertible note payable - director
                
                
                1,919,334Total
                    liabilities
                
                
                3,456,374Commitments
                    and contingenciesStockholders'
                    deficit:Common
                    stock, $0.0001 par value; 100,000,000authorized
                    shares; 30,623,624 shares issuedand
                    outstanding
                
                
                3,062Additional
                    paid-in capital
                
                
                11,780,057Outstanding
                    stock options
                
                
                2,233,094Accumulated
                    deficit
                
                
                (16,475,276
                )Total
                    stockholders' deficit
                
                
                (2,459,063
                )Total
                    liabilities and stockholders' deficit
                
                $
                997,311
  See
              accompanying notes to financial statements.
 -1-
 index




**QUICK-MED
        TECHNOLOGIES, INC.**
 **CONDENSED
        STATEMENTS OF OPERATIONS**
 **FOR
        THE THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006**
 **(UNAUDITED)**
  **2007**
                
                
                **2006**RevenuesProduct
                    sales
                
                $
                12,155
                
                $
                466,427Research
                    and development service
                
                
                295,547
                
                
                -License
                    fees
                
                
                41,786
                
                
                -349,488
                
                
                466,427Expenses:Cost
                    of sales
                
                
                2,440
                
                
                93,312Research
                    and development
                
                
                455,121
                
                
                293,300General
                    and administrative expenses
                
                
                552,794
                
                
                237,641Licensing
                    and patent expenses
                
                
                70,272
                
                
                133,884Depreciation
                    and amortization
                
                
                18,143
                
                
                13,611Total
                    expenses
                
                
                1,098,770
                
                
                771,748Loss
                    from operations
                
                
                (749,282
                )
                
                (305,321
                )Other
                    income (expense):Interest
                    income
                
                
                362
                
                
                83Interest
                    expense
                
                
                (30,333
                )
                
                (22,247
                )Other
                    income
                
                
                -
                
                
                166,500Loss
                    before income taxes
                
                
                (779,253
                )
                
                (160,985
                )Provision
                    (benefit) for income taxes
                
                
                -
                
                
                -Net
                    loss
                
                $
                (779,253
                )
                $
                (160,985
                )Net
                    loss per share (basic and diluted)
                
                $
                (0.03
                )
                $
                (0.01
                )Weighted
                    average commonshares
                    outstanding (basic and diluted)
                
                
                30,607,600
                
                
                30,228,317






-2-
 index




**QUICK-MED
        TECHNOLOGIES, INC.**
 **CONDENSED
        STATEMENTS OF CHANGES IN STOCKHOLDERS’
DEFICIT**
 **FOR
        THE THREE MONTHS ENDED SEPTEMBER 30, 2007**
 **(UNAUDITED)**
  **Additional****Common
                    Stock**
                
                
                **Paid-In**
                
                
                **Accumulated**
                
                
                **Outstanding****Shares**
                
                
                **Amount**
                
                
                **Capital**
                
                
                **Deficit**
                
                
                **Stock
                    Options**
                
                
                **Total**Balance,
                    June 30, 2007
                
                
                30,603,483
                
                
                3,060
                
                $
                11,772,573
                
                $
                (15,696,023
                )
                $
                1,909,129
                
                $
                (2,011,261
                )Stock
                    options and warrants granted for services
                
                
                -
                
                
                -
                
                
                -
                
                
                -
                
                
                326,065
                
                
                326,065Stock
                    issued for services
                
                
                5,141
                
                
                1
                
                
                3,135
                
                
                -
                
                
                -
                
                
                3,136Exercise
                    of stock warrants
                
                
                15,000
                
                
                1
                
                
                4,349
                
                
                -
                
                
                (2,100
                )
                
                2,250Net
                    loss, July 1, 2007 to September 30, 2007
                
                
                -
                
                
                -
                
                
                -
                
                
                (779,253
                )
                
                -
                
                
                (779,253
                )Balance,
                    September 30, 2007
                
                
                30,623,624
                
                
                3,062
                
                $
                11,780,057
                
                $
                (16,475,276
                )
                $
                2,233,094
                
                $
                (2,459,063
                )






-3-
 index




**QUICK-MED
        TECHNOLOGIES, INC.**
 **CONDENSED
        STATEMENTS OF CASH FLOWS**
 **FOR
        THE THREE MONTHS ENDED SEPTEMBER 30, 2007 AND 2006**
 **(UNAUDITED)**
  **2007**
                
                
                **2006**Cash
                    flows from operating activities:Net
                    loss
                
                $
                (779,253
                )
                $
                (160,985
                )Adjustments
                    to reconcile net loss to netcash
                    provided by (used in) operating activities:Depreciation
                    and amortization
                
                
                18,143
                
                
                13,611Stock
                    granted for services
                
                
                3,136
                
                
                11,481Stock-based
                    compensation
                
                
                326,065
                
                
                66,314(Increase)
                    decrease in:Restricted
                    cash
                
                
                (162,890
                )
                
                -Accounts
                    receivable
                
                
                72,954
                
                
                (60,688
                )Prepaid
                    expenses
                
                
                3,104
                
                
                4,020Increase
                    (decrease) in:Accounts
                    payable
                
                
                151,131
                
                
                129,900Accrued
                    interest
                
                
                30,334
                
                
                380Other
                    current liabilities
                
                
                (23,082
                )
                
                -Net
                    cash used in operating activities
                
                
                (360,358
                )
                
                4,033Cash
                    flows from investing activities:Patents
                
                
                (7,737
                )
                
                (10,000
                )Net
                    cash used in investing activities
                
                
                (7,737
                )
                
                (10,000
                )Cash
                    flows from financing activities:Issuance
                    of common stock for cash, net
                
                
                -
                
                
                -Proceeds
                    from stock option or warrant exercise
                
                
                2,250
                
                
                5,000Proceeds
                    from note payable - officer
                
                
                -
                
                
                7,000Repayment
                    of note payable - officer
                
                
                -
                
                
                (7,000
                )Increase
                    in notes payable - related party
                
                
                250,000
                
                
                -Increase
                    in notes payable - director
                
                
                71,840
                
                
                21,867Net
                    cash provided by financing activities
                
                
                324,090
                
                
                26,867Net
                    increase in cash and cash equivalents
                
                
                (44,005
                )
                
                20,900Cash
                    and cash equivalents at beginning of period
                
                
                115,719
                
                
                184,142Cash
                    and cash equivalents at end of period
                
                $
                71,714
                
                $
                205,042**Supplementary
                    Information:**Cash
                    paid for:Interest
                
                $
                -
                
                $
                -Income
                    taxes
                
                $
                -
                
                $
                -Non-cash
                    disclosures of investing andfinancing
                    activities:Stock
                    options granted for services
                
                $
                326,065
                
                $
                66,314




-4-
 index


**QUICK-MED
      TECHNOLOGIES, INC.**


**NOTES
        TO CONDENSED FINANCIAL STATEMENTS**
 **(UNAUDITED)**




***NOTE
        1 - DESCRIPTION OF BUSINESS***
 
 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,
        2007
        are not necessarily indicative of the results that may be expected for the
        year
        ending June 30, 2008. For further information, refer to the financial statements
        and the footnotes thereto contained in the Company’s Annual Report on Form
        10-KSB/A for the year ended June 30, 2007, 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 continuing losses from
        operations, negative working capital 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.
 
 
 ***NOTE
        2 - BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING
        POLICIES***
 
 
 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.
 
 Restricted
        Cash
 
 During
        the quarter ended September 30, 2007, the Company finalized the two senior
        convertible notes with the Chairman and a major shareholder. These notes
        require
        the Company to allocate a portion of the proceeds to be restricted for payment
        of the chief executive officer’s compensation for the remaining twelve months
        from the date of hire. See note 4 below for further details of the notes
        payable.
 
 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.
 
 
 -5-
 index
 
 
 ***NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        continued***
 
 *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, 2007 represents amounts due from the customers
        including, Hanesbrands Inc., Derma Sciences, and U.S. Army, 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.
 
 Research
        and Development Costs
 
 Research
        and development costs are expensed as incurred.
 
 Earnings
        Per Share
 
 Basic
        net
        loss per common share are computed by dividing net loss applicable to common
        shareholders by the weighted-average number of common shares outstanding
        during
        the period. Diluted net 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 and warrants. For the
        years ended September 30, 2007 and 2006, 5,237,504 and 3,888,195 diluted
        common
        stock equivalents, respectively, have been excluded from the calculation
        of
        diluted earnings per share.
  Revenue
        Recognition
  The
        Company recognizes the revenue of its royalties from the sale of products
        by
        BASF Catalysts, LLC, a wholly- owned subsidiary of BASF (“BASF”) under the
        master agreement for product development, manufacturing and distribution
        (the
“Master Agreement”). The Company also recognizes the revenue from the
        non-refundable exclusivity license fee derived from BASF under the Master
        Agreement and Derma Sciences Inc. on a pro rata basis over the term of the
        related exclusive license agreements. Revenue from the research agreement
        is
        recognized on a pro rata basis over the term of the agreement. Further,
        the Company recognizes the exclusive option fee as revenue on a pro rata
        basis
        over the term of the related exclusive option agreement. Revenue from the
        research agreement is recognized on a pro rata basis over the term of the
        agreement. Revenues from the small business innovation research program and
        the
        US Army medical research program are recognized based on the research work
        performed in accordance with the program requirements.
 
 Unearned
        Revenue
 
 The
        amount of unearned revenue represents the exclusive option fee, the license
        fee,
        and advance royalty fee yet to be earned on a pro rata basis over the exclusive
        option period of the related option and license agreements.
 
 *Stock
        Compensation*
 
 In
        December 2004, the Financial Accounting Standards Board ("FASB") issued a
        final
        standard, SFAS No. 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
   -6-
 index
  ***NOTE
        2 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
        continued***
 
 awards
        expire without being exercised. The Company adopted SFAS 123R beginning in
        the
        first quarter of the fiscal year 2006 using the modified prospective approach.
        Under the modified prospective approach, SFAS 123R applies to all outstanding
        and unvested share-based payment awards at the adoption date. 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.
 
 *Concentration
        of credit risk of financial instruments*
 
 Financial
        instruments that potentially subject the Company to credit risk consist of
        cash
        equivalents and accounts receivable. As of September 30, 2007, the Company’s
        cash levels exceeded the federally insured limit but were maintained with
        a high
        quality institution and management is regularly monitoring its cash position.
        As
        of September 30, 2007, all of the Company’s accounts receivable were derived
        from BASF, Hanesbrands Inc., Derma Sciences, and US Army. The credit risk
        of the
        accounts receivable is considered limited given the customers credit rating.
        There were no write-offs of uncollectible receivable during the year ended
        June
        30, 2007.
 
 Reclassifications
 
 Certain
        prior period amounts have been reclassified to conform to current period
        presentation. These reclassifications have no impact on reported net loss.
 
 Income
        Taxes
 
 The
        Company accounts for income taxes under the provisions of Statement of Financial
        Accounting Standards No. 109, “Accounting for Income Taxes.” This standard
        requires, among other things, recognition of future tax consequences, measured
        by enacted tax rates attributable to taxable and deductible temporary
        differences between financial statement and income tax bases of assets and
        liabilities. Valuation allowances are established, when necessary, to reduce
        deferred tax assets to the amount expected to be realized. Income tax expense
        is
        the tax payable for the period and the change during the period in the deferred
        tax asset and liability.
 
 Recently
        Issued Accounting Pronouncements
 
 In
        September 2006, the FASB issued SFAS no. 157, “Fair Value Measurements,” which
        enhances existing guidance for measuring assets and liabilities at fair value.
        SFAS No. 157 defines fair value, establishes
        a framework for measuring fair value and expands disclosures about fair value
        measurements, and is effective for fiscal year ending after December 15,
        2008.
        The Company is assessing the impact of the adoption of this pronouncement,
        but
        does not expect that it will have a significant impact on its financial position
        or results of operations.
 
 In
        June
        2006, the FASB issued FIN No. 48, “Accounting for Uncertainty in Income Taxes -
        an interpretation of FASB Statement No. 109.” This interpretation prescribes a
        comprehensive model for the financial statement recognition, measurement,
        presentation and disclosure of uncertain tax positions taken or expected
        to be
        taken in income tax returns. The Company is assessing the impact of Fin No.
        48,
        but does not expect that it will have a significant impact on its financial
        position or results of operations.
 
 ***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.
  -7-
 index
  ***NOTE
        2 - STOCK OPTIONS AND WARRANTS, continued***
 
 In
        December 2004, the Financial Accounting Standards Board ("FASB") issued a
        final
        standard, SFAS No. 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.
        The
        Company adopted SFAS 123R beginning in the first quarter of
        the
        fiscal year 2006 using the modified prospective approach. Under the modified
        prospective approach, SFAS 123R applies to all outstanding and unvested
        share-based payment awards at the adoption date. 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.
 
 On
        August
        6, 2007, the Board of Directors (the “Board”) granted 484,056 non-qualified
        stock options to the Chief Executive Officer (“CEO”) at an exercise price of
        $0.75 per share. These options were fully vested and immediately exercisable
        at
        the date of grant. In addition, the Board granted 1,452,167 non-qualified
        stock
        options at an exercise price of $0.74 per share on September 25, 2007, as
        part
        of the CEO’s employment agreement. The second stock options are vested and
        become exercisable 1/16 th of the
        total 1,452,167 options on each three-month anniversary beginning on June
        11,
        2007. The average grant date fair value of the options was $.46 per share
        based
        on the Black-Scholes option-pricing model. These options expire five years
        from
        the date of grant.
 
 On
        December 20, 2006, the Company issued 790,770 stock options to the board
        members, the management, the employees, and the consultants for their services.
        These options have an exercise price of $1.05 per share. The stock options
        were
        vested one-third immediately, one-third will be vested on December 20, 2007
        and
        the remaining one-third will be vested on December 20, 2008, assuming the
        person
        receiving the equity awards is employed by the Company at the time of vesting.
        The weighted average grant date fair value of options was $0.69 per share
        based
        on the Black-Scholes option-pricing model. The options expire five years
        from
        the date of grant.
 
 On
        September 9, 2005, 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 one-third immediately, one-third were vested on July 1, 2006
        and the
        remaining one-third were 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 June 30, 2007 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.
 
 Assumptions
        utilized to value options are as follows:
 
 Risk-free
        interest rate   4.75%
        to
        6%
 Expected
        life (years)   5
 Expected
        volatility   50%
        to
        138%
 Expected
        dividends   None
   -8-
 index
  ***NOTE
        2 - STOCK OPTIONS AND WARRANTS, continued***
 
 On
        October 1, 2004, the Company granted 50,000 unqualified options to a consultant,
        one third of which vested immediately, one third vested on July 1, 2005 and
        the
        remaining one third vested on July 1, 2006. The options had an exercise price
        of
        $0.15, 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
        for an aggregate price of approximately $2,500. On September 15, 2006, 33,334
        options were exercised for an aggregate price of approximately
        $5,000.
 
 A
        summary
        of options for the years ended September 30, 2007 and 2006 is shown
        below:
  **September
                    30, 2007**
                
                
                **September
                    30, 2006****Number**
                
                
                **Weighted-Average**
                
                
                **Number**
                
                
                **Weighted-Average****of
                    Shares**
                
                
                **Exercise
                    Price**
                
                
                **of
                    Shares**
                
                
                **Exercise
                    Price**Outstanding
                    at beginning of period
                
                
                2,757,270
                
                $
                0.61
                
                
                2,779,834
                
                $
                1.33Granted
                
                
                1,936,223
                
                
                0.74
                
                
                -
                
                
                -Exercised
                
                
                -
                
                
                -
                
                
                (33,334
                )
                
                0.15Forfeited
                
                
                -
                
                
                -
                
                
                -
                
                
                -Expired
                
                
                -
                
                
                -
                
                
                -
                
                
                -Outstanding
                    at end of period
                
                
                4,693,493
                
                $
                0.66
                
                
                2,746,500
                
                $
                1.33Exercisable
                    at end of period
                
                
                3,012,599
                
                
                
                
                
                2,568,998Available
                    for issuance at end of period
                
                
                -
                
                
                
                
                
                1,220,166
  
 During
        the three months period ended September 30, 2007, the Company issued 13,411
        common stock warrants to consultants as part of the payment for their services.
        These warrants were accounted for in accordance with the fair value provisions
        of SFAS 123R. The warrants are vested immediately with fair values ranging
        from
        $0.44 to $0.58 per share and the total cost of approximately $9,000.
 
 In
        September 2007, approximately 15,000 warrants were exercised at $0.15 per
        share
        or an aggregate price of $2,250.
 
 Assumptions
        utilized to value warrants are as follows:
 
 Risk-free
        interest rate   6.00%
 Expected
        life (years)   5
 Expected
        volatility   73%
        to
        138%
 Expected
        dividends   None
  
 -9-
 index
  *NOTE
        2 - STOCK OPTIONS AND WARRANTS,
        continued*
  The
        following is a summary of warrants granted, exercised, canceled and outstanding
        involving the grants in the years ended September 30, 2007 and
        2006:
 
 **September
                    30, 2007**
                **September
                    30, 2006****Number**
                
                
                **Weighted-Average**
                
                
                **Number**
                
                
                **Weighted-Average****of
                    Shares**
                
                
                **Exercise
                    Price**
                
                
                **of
                    Shares**
                
                
                **Exercise
                    Price**Outstanding
                    at beginning of period
                
                
                854,108
                
                $
                0.56
                
                
                913,968
                
                
                0.37Granted
                
                
                13,411
                
                
                0.67
                
                
                8,102
                
                
                1.11Exercised
                
                
                (15,000
                )
                
                0.15
                
                
                -
                
                
                -Expired
                    or forfeited
                
                
                -
                
                
                -
                
                
                -
                
                
                -Outstanding
                    at end of period
                
                
                852,519
                
                $
                0.57
                
                
                922,070
                
                $
                0.37Exercisable
                    at end of period
                
                
                852,519
                
                
                
                
                
                878,320
  
 ***NOTE
        3 - STOCKHOLDERS’ EQUITY (DEFICIT)***
  In
        July
        2007, the Company issued 5,141 shares of restricted common stock for payment
        of
        services provided by a consultant. The amount charged to operations was $3,136,
        the value of the shares on the dates issued.
 
 In
        September 2007, the Company issued 15,000 shares of common stock for an
        aggregate exercise price of $2,250 or $0.15 per share resulting from the
        exercise of a warrant.
 
 
 ***NOTE
        4 - NOTES PAYABLE***
  **Interest**
                
                
                **Conversion**Director
                
                
                **Maturity**
                
                
                **Rate**
                
                
                **Price**
                
                
                **Sept.
                    30, 2007**2003
                    Senior Convertible Note
                
                
                2010
                
                
                6
                %
                $
                0.38
                
                $
                1,268,625Senior
                    Convertible Note
                
                
                2010
                
                
                8
                %
                $
                0.74
                
                
                208,9552007
                    Senior Convertible Note
                
                
                2010
                
                
                8
                %
                $
                0.74
                
                
                375,000Accrued
                    interest
                
                
                
                
                
                
                
                
                
                
                
                66,7541,919,334Related
                    Party2007
                    Senior Convertible Note
                
                
                2010
                
                
                8
                %
                $
                0.74
                
                
                375,000Accrued
                    interest
                
                
                
                
                
                
                
                
                
                
                
                2,795377,795Total
                    long term note payable
                
                
                
                
                
                
                
                
                
                
                $
                2,297,129Director
                
                
                
                
                
                
                
                
                
                
                
                **June
                    30, 2006**2003
                    Senior Convertible Note
                
                
                2007
                
                
                6
                %
                $
                0.38
                
                $
                1,268,625Long
                    term note payable
                
                
                2007
                
                
                8
                %
                
                N/A
                
                
                132,950$
                1,401,575
 
 In
        June
        2007, the Company issued two 2007 senior convertible note payables to its
        Chairman and a major stockholder for $375,000 each. As of September 30, 2007,
        the Company received $303,160 from its Chairman and the remaining $71,840
        in
        July 2007 totaling $375,000. The Company also received $125,000 from a major
        stockholder and the remainder in September 2007. These two senior convertible
        note payables are secured by the Company’s revenues and assets. These note
        payables require the Company to allocate approximately $162,000 of these
        funds
        to be restricted for payment of the chief executive officer’s salary for the
        remainder of the twelve months from the date of hire. The Company may
 
 -10-
 index
   ***NOTE
        4 - NOTES PAYABLE, continued***
 
 prepay
        the principal and interest upon meeting certain cash flow requirements and
        the
        approval of the board.
 
 In
        addition, the Company combined its other outstanding note payables to its
        Chairman totaling $208,955 into a single note with the same annual interest
        rate
        and extended the maturity date to 2010. This senior convertible note is secured
        by the Company’s revenues and assets with the same priority as the 2007 senior
        convertible notes. Further, the 2003 senior convertible note maturity date
        was
        extended until 2010.
 
 In
        September 2003, the Company negotiated a successor agreement with its Chairman
        regarding the line of credit, which became a single convertible note for
        up to
        $1,500,000 excluding accrued interest, at an interest rate of 6% and due
        July 1,
        2004. The convertible note is secured by the assets and revenues of the Company,
        which has the same priority as other senior convertible note payables. The
        note
        plus accrued interest will be convertible at a conversion rate of $0.38 per
        share. The conversion rate was determined as 15% above the average share
        price
        over the prior 20 trading days ($0.33 per share). The note has an anti-dilution
        provision in the event that the Company sells stock to other investors at
        less
        than $0.20 per share. During the year ended June 30, 2006, the maturity date
        of
        the note was extended until October 1, 2007. In January 2007, the Chairman
        agreed to extend the maturity date of the note until April 1, 2008. In June
        2007, the maturity date of this note was extended to June 2010.
 
 
 ***NOTE
        5 - RELATED PARTY TRANSACTIONS***
 
 As
        fully
        described in Note 4, the Company has several senior convertible note payables
        with its Chairman and a major stockholder during the three months period
        ended
        September 30, 2007.
 
 In
        October 2007, the Company received $50,000 from its Chairman with the terms
        for
        this funding are to be determined.
 
 -11-
 index
 ****





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







The
      following discussion should be read in conjunction with our financial statements
      and related notes appearing elsewhere in this Form 10-QSB and our Annual Report
      on Form 10-KSB/A for our fiscal year ended June 30, 2007. The terms “Quick-Med”,
      "the Company," "we," "our" or "us" refer to Quick-Med Technologies, Inc., a
      Nevada corporation.  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
      without limitation: (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 we will have sufficient resources to complete
      development related to these processes; (c) our history of losses makes it
      difficult for you to evaluate our current and future business and prospects
      and
      future financial results; (d) we have negative cash flow from operations and
      an
      accumulated deficit that raises substantial doubt about our ability to continue
      as a going concern; (e) our future business is dependent upon third parties
      to
      market, manufacture, and distribute our technologies and/or products or jointly
      developed products; (f) there is no assurance that our technologies or products
      will be accepted in the marketplace; (g) we do not currently carry product
      liability insurance and, therefore, should we be subject to a product liability
      claim, our financial condition may be adversely affected; (h) our operations
      are
      currently funded by our revenues and our debt and equity financings, however,
      there are no assurances that these revenues and financings will be sufficient
      to
      ensure our future financial performance; (i) we have substantial debt
      obligations due to our Chairman of the Board and a major shareholder, who have
      funded our operations, debt obligations that are secured by our assets and
      revenues and are senior obligations; and (j) there is no assurance that we
      will
      be able to attract and retain highly skilled scientific, technical and
      management personnel, who are critical to our success; and (k) other risk
      factors discussed in our annual report, as amended, for the fiscal year ended
      June 30, 2007 and other periodic filings, which may be accessed at
      http://www.sec.gov.  Statements made herein are as of the date of the
      filing of this Form 10-QSB with the Securities and Exchange Commission and
      should not be relied upon as of any subsequent date. Unless otherwise required
      by applicable law, we do not undertake, and we specifically disclaim any
      obligation, to update any forward-looking statements to reflect occurrences,
      developments, unanticipated events or circumstances after the date of such
      statement.






**Overview**




Quick-Med
      is a life sciences company focused on developing proprietary, broad-based
      technologies in the consumer, healthcare, and industrial markets. We call one
      of
      these technologies, “NIMBUS ® ”,
      which
      stands for “Novel Intrinsically MicroBonded Utility Substrate”. NIMBUS is a
      family of advanced polymers that are bio-engineered to have antimicrobial,
      super-absorbent, hemostatic or other properties with applications across the
      medical device and consumer health care related products markets. Our other
      leading technology is called “MultiStatTM”, a family of advanced patent methods
      and compounds, which we believe may be highly effective in skin care therapy
      applications.




Our
      strategy is to further develop our core technologies as well as develop future
      technologies. We will attempt to commercialize these technologies through
      strategic licensing 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 NIMBUS and MultiStatTM
technologies:




·
            Healthcare
                and medical;


·
            Apparel;


·
            Cosmetic;
                and


·
            Personal
                care companies.




-12-
 index




Uncertainties
      and Trends




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




·
            Acceptance
                of our 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 related agreements and
                secure
                government research and development grants;


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


·
            Our
                ability to successfully conduct laboratory and clinical testing of
                our
                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, which may prove to be superior in performance and/or price
      to
      our products.




*Government
      Regulation*




Many
      of
      the end-user applications for our technology are regulated in the U.S. as
      medical devices by the Food and Drug Administration (“FDA”). The Agency’s
      regulations govern, among other things: pre-clinical testing; product design
      and
      development; pre-market clearance or approval; advertising and promotion;
      labeling; manufacturing; product import/export; storage; record keeping;
      reporting of adverse events; corrective actions and removals; recalls; and
      distribution.





One
      of
      the exemptions to the requirement of pre-market clearance is 510(k) pre-market
      notification, which is submitted to the FDA to demonstrate that the new device
      is “substantially equivalent” to a previously cleared 510(k) device or a device
      that was in commercial distribution before May 29, 1976 (or to a pre-1976 Class
      II device for which the FDA has not yet called for the submission of pre-market
      approval (“PMA”). Such devices are deemed to be “predicate devices” for future
      applications. A PMA must be submitted if the device cannot be cleared through
      the 510(k) process. The PMA process is much more demanding than the 510(k)
      pre-market notification process.





If
      a
      medical device is found NSE (not substantially equivalent) by the FDA and
      therefore a 510(k) pathway is not available, a second alternative pathway to
      the
      lengthy and costly PMA is available for low risk devices. This is called the
      De
      Novo application. The FDA Modernization Act of 1997 amended Section 513 (f)
      (2)
      of the Federal Food, Drug and Cosmetic Act (the Act) to provide this mechanism
      to reclassify statutorily classified class III products. This is considered
      a
      fairly unique pathway for clearance and typically is only allowed for new
      technologies of low risk. The FDA allows unlimited responses when on this
      pathway, different than the three allowed responses under a normal 510(k).
      A
      device placed into class I or II in this written order can then be commercially
      distributed, subject to other applicable provisions of the Act. A device
      classified into class I or II under this new provision becomes a predicate
      device for future pre-market notification submissions, which means that a
      manufacturer may show that a new device is substantially equivalent to this
      predicate. This route to clearance is referred to as De Novo because it
      establishes a new alternative for a new technology.




We
      filed
      with the FDA for one of the end-user applications using our NIMBUS technology
      under the medical device exemptions as an alternative to prior pre-market
      approval requirements in March 2006, under a 510(k) application. After extensive
      discussions with the staff of the Agency, including the Office of Chief Counsel,
      in January 2007 we were notified by the FDA that a De Novo application route
      would be required for our proposed device. In November 2007, we submitted our
      amended De Novo application. There are no assurances whether our FDA application
      will be approved by the FDA or if approved it will be a commercial success.
      Further delays in receiving FDA approval may also impair our ability to raise
      capital to continue operations.




This
      section should be read in conjunction with in our annual report on Form 10-KSB/A
      for fiscal year ended June 30, 2007 filed with the SEC for further discussions
      on the 510(k) clearance pathway and De Novo: Alternative Pathway to PMA.





**Capital
      Expenditures and Requirements**





From
      2000
      to 2007, we have spent approximately $720,000 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
      Grobeiny. This license agreement provides that we compensate Dr. Galardy and
      Dr.
      Grobeny with our common stock and cash for the exclusive license of the
      Ilomastat technology invented by them.





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




-13-
 index





**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 economic useful lives of fixed
      and
      intangible assets, income taxes, valuation of options and warrants granted,
      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 our more significant judgments and estimates used in the preparation
      of
      the financial statements. Our accounting for stock based compensation requires
      us to estimate the value of the  shares
      issued and the value of intangible assets require us to continually assess
      whether such assets are impaired.




**Results
      of Operations**





***Comparison
      of Three Months Ended September 30, 2007 and 2006***





Revenues. During
      the three months ended September 30, 2007 we had $349,488 of revenues, compared
      to $466,427 of revenues for the three months ended September 30, 2006,
      representing a 25% decrease in our revenues. Our revenues during the three
      months ended September 30, 2007 consisted of: (a) $12,155, which represented
      our
      royalties from the product sales by a cosmetic and personal care division of
      BASF Catalysts, LLC, a wholly-owned subsidiary of BASF (“BASF”), in connection
      with a master agreement we had with BASF for product development, manufacturing
      and distribution (the “Master Agreement”); (b) $295,547, which
      represented the revenue earned from the small business innovation r esearch
      program and the US Army research on the development of Ilomastat for treatment
      of sulfur mustard injuries on the eye and skin program (the “US Army research
      program”) ;
      and (c)
      $41,786, which
      represented the earned portion of the exclusive option fee from Hanesbrands
      Inc. (“HBI”) and the
      earned portion of the license fee from Derma Sciences, Inc.




Our
      revenues during the three months ended September 30, 2006 consisted of
      $466,427, which represented our royalties from the product sales by BASF
      Catalysts, LLC, a wholly-owned subsidiary of BASF.





In
      August
      2006, we finalized a certain Letter of Intent (“LOI”) with BASF to amend the
      Master Agreement to grant BASF an exclusive license to develop and market our
      Ilomastat product for the field of over-the-counter anti-aging cosmetics and
      nonexclusive license for the field of over-the-counter acne treatments and
      skin
      moisturizers in the cosmetics market. In consideration for this license, as
      amended, we were entitled to receive certain minimum royalty payments through
      the LOI effective period of August 1, 2007. We are currently negotiating with
      BASF to complete a successor license agreement. Should we be unable to
      successfully complete the successor license agreement, our results of operations
      and financial condition would be materially affected.





Effective
      February 1, 2007, we and HBI entered into a Development and Exclusive Option
      Agreement (the “Agreement”). Under the Agreement, we granted to HBI an exclusive
      option (the “Option”) for a period of six months (“Option Period”) to obtain an
      exclusive license to our technology relating to certain products produced by
      HBI
      (the “License Agreement”). In consideration for the Option, HBI is obligated to
      pay the Company $45,000 every three month period during the Option Period.
      During the Option Period, HBI would run and complete certain studies, and upon
      the conclusion of these studies, HBI would provide us with notice of the final
      decision with respect to entering into the License Agreement. In September
      2007,
      we were informed that HBI decided, for internal reasons unrelated to our
      technology, not to complete these studies and we and HBI mutually agreed not
      to
      extend the Option Period.





Operating
      Losses. Operating losses for the three months ended September 30, 2007 increased by
      145%
      or $443,961 to $749,282 for the three months ended September 30, 2007 from
      $305,321 for the three months ended September 30, 2006. The increase in
      operating losses was primarily due to a decrease in revenues of $116,939 and
      an
      increase in expenses of $327,022 for the three months ended September 30, 2007.
      The increase in expenses was primarily due to the following: (a) an increase
      of
      $161,821 or 55% in research and development expenses; (b) an increase of
      $315,153 or 133% in general and administrative expenses; offset by (c) a
      decrease $63,612 of 48% in licensing and patent expenses; and (d) a decrease
      of
      $90,872 or 97% in cost of revenues to the amount in the comparable prior period,
      as described in more detail below.





Research
      and Development Expense. Research
      and development expense increased by $161,821 or 55% to $455,121 for the three
      months ended September 30, 2007, from $293,300 for the three months ended
      September 30, 2006. The increase in research and development expense is
      primarily attributable the expenses related to the US Army research program,
      increased compensation to our head of research and development department and
      research team, increased research projects, and increased usage of scientific
      consulting services.





General
      and Administrative Expense .
      General
      and administrative expense increased by $315,153 or 133% to $552,794 for the
      three months ended September 30, 2007, from $237,641 for the three months ended
      September 30, 2006. This
      increase in our general and administrative expenses is primarily attributed
      to
      an increase of approximately of $336,000 in our chief executive officer
      compensation expense, including approximately $274,000 related to stock-based
      compensation. This increase as mentioned above was offset by a reduction in
      other operating expenses.





-14-
 index




Licensing
      and Patent Expense .
      Licensing and patent expense decreased by $63,612 or 48% to $70,272 for the
      three months ended September 30, 2007 from $133,884 for the three months ended
      September 30, 2006. This decrease was primarily due to the level of utilization
      of the consulting legal patent services, and legal licensing services including
      licensing negotiation.




Other
      Income. During
      the three months ended September 30, 2006, we had $166,500 in other income,
      which represented a payment from a
      cosmetic and personal care division of BASF Catalysts, LLC, for the
      transfer of all
      right, title and interest of the formulations utilized our proprietary compound,
      that were customized by BASF for the customers held by us back to BASF. However,
      we did not transfer the intellectual property rights of our proprietary
      compound. There was no such transaction during the three months ended September
      30, 2007.





Interest
      Income. During
      the three months ended September 30, 2007, we had $362 in interest
      income , an
      increase of $279 or 336% from $83 for the three months ended September 30,
      2006.
      The amounts represented interest earned on our certificate of deposits and
      money
      market account funded by the revenues and or equity financings during the
      periods.





Interest
      Expense. Interest
      expense for the three months ended September 30, 2007 increased $8,086 or 36%
      to
      $30,333 compared to $22,247 the three months ended September 30, 2006. This
      increase was due to an increase of approximately $600,000 or 44% in the average
      outstanding loan balance due to our Chairman of the Board and a major
      shareholder, to approximately $2,000,000, compared to approximately $1,420,000
      average outstanding balance for the comparable 2006 period.




Net
      Loss. Net loss
      for the three months ended September 30, 2007 was $779,253 or $0.03 per share
      compared to $160,985 or $0.01 per share for the three months ended September
      30,
      2006. This increase is primarily attributable to a decrease in revenues, an
      increase in research and development and general and administrative expenses,
      offset by the deceases in cost of revenues, and licensing and patent
      expenses.




**Liquidity
      and Capital Resources**





Our
      auditors have issued a going concern opinion on our audited financial statements
      for the fiscal years ended June 30, 2007 and 2006 as we have experienced
      recurring losses and negative cash flows from operations in these periods.
      In
      addition, we have a net capital deficiency. These matters raise substantial
      doubt about our ability to continue as a going concern.





Total
      cash on hand at September 30, 2007 was $71,714 as compared with $115,719 at
      June
      30, 2007. Further, we collected approximately $288,000 of the $312,642 in
      outstanding receivable balance at September 30, 2007 and the remainder is due
      within a short period of time. On September 28, 2007, we received approximately
      $250,000 for the remainder of the total $750,000 funding as senior secured
      convertible notes from our Chairman and a major shareholder. As of September
      30,
      2007, approximately $163,000 of the $750,000 funding was allocated to our Chief
      Executive Officer compensation for the remaining 9 months period and was
      included in the restricted cash.





In
      September 2006, we received the SBIR Phase II grant, which included including
      the option of SBIR Phase I, totaling approximately $840,000 over the next two
      years and we expect the cash outflows related to this grant of approximately
      $390,000 to subcontractors and other direct expenses. To date, we received
      approximately $223,000 and incurred approximately $46,000 in expenses to
      subcontractors and other direct expenses. Effective April 23, 2007, we were
      awarded a twelve month military contract of approximately $880,000, net of
      overhead charged by USAMRAA. The expected cash outflows during the term of
      this
      military award will be approximately $610,000 for scientific experiments and
      other direct expenses. In addition, our license agreement with our client
      provided for minimum contractual payments to us of approximately $50,000 in
      the
      next six months period, while the related cash outflows will be approximately
      $10,000 during the same period. While we expect to receive royalties in the
      next
      twelve to twenty four months from these agreements subject to certain
      contractual terms, we need cash in order to maintain and grow our businesses.
      See the section below for further discussion of our cash requirements and
      related strategies to meet these needs.





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, and we completed a
      Warrant Agreement with Phronesis, 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 expired on February
      5,
      2005 and provided 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 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.





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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.




In
      February 2006, we issued 100,000 shares of restricted common stock for an
      aggregate purchase price of $80,000 in cash.





In
      September 2006, we issued 33,334 shares of common stock for aggregate exercise
      price of $5,000 in cash from an exercise of an employee stock
      option.




In
      February 2007, we issued 30,000 shares of common stock for an aggregate exercise
      price of $6,000 in cash from an exercise of a warrant by an
      officer.





In
      May
      2007, we issued 100,000 shares of restricted common stock for an aggregate
      purchase price of $79,000 in cash.





In
      June
      2007, we issued 67,500 shares of common stock for an aggregate exercise price
      of
      $12,150 in cash and in lieu of payment of an outstanding payable from an
      exercise of a warrant.





In
      September 2007, we issued 15,000 shares of common stock for an aggregate
      exercise price of $2,250 in cash from an exercise of a warrant.





In
      October 2007, we issued 67,500 shares of common stock for an aggregate exercise
      price of $9,900 in cash from an exercise of warrants.




Based
      on
      our cash position at September 30, 2007, 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 $176,000
      per month or an aggregate of approximately $2,122,000 over the next twelve
      (12)
      months, in the following areas:





·
            Research
                and development expenditures of approximately $81,000 per month or
                an
                aggregate $972,000 over the next twelve (12) months, which will consist
                of
                the following estimated monthly expenditures: (a) $56,000 in payroll
                for
                scientists; (b) $10,000 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
                $240,000 annually; and





·
            Operating
                expenses of approximately $75,000 per month or an aggregate $900,000
                over
                the next twelve (12) months, including personnel costs, officer and
                director insurance, general liability insurance, rent, consulting
                fees,
                utilities, legal and accounting fees, and payroll.




Our
      current cash balance of $71,714 as of September 30, 2007, coupled with
      collected accounts receivable of approximately $288,000, collection of the
      remaining outstanding receivable balance of $25,000, the receipt of $50,000
      in
      October 2007 from our Chairman, the terms of which are to be determined, will
      satisfy our cash requirements for approximately less than three (3) months
      assuming no further receipt of revenues. If we are unable to satisfy the
      remainder of these obligations by equity and or debt financing, we will be
      unable to satisfy our cash requirements beyond approximately three (3) months
      assuming no further receipts of revenues





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If
      we
      intend to raise additional cash by means of equity and or debt financing.
      Additionally, we plan to implement cash conservation strategy by extinguishing
      obligations through share-based payments and reducing our use of consulting
      services. There are no assurances that any planned equity offering and/or debt
      financing will be successful or sufficient to meet our cash requirements or
      if
      that our cash conservation strategy will be successful.




As
      of
      September 30, 2007, we have three senior convertible notes payable outstanding
      to our Chairman totaling $1,919,334 including accrued interest with interest
      rates ranging from 6% to 8% per annum and a maturity date of June 2010. These
      notes are convertible at conversion prices ranging from $0.38 to $0.74 per
      share
      and are secured by our revenues and assets. We also have a $375,000 senior
      convertible note payable to a major stockholder, of which $125,000 has been
      funded as of June 30, 2007 and the balance was funded on September 28, 2007.
      The
      senior convertible note has 8% interest rate per annum with a conversion price
      of $0.74 per share and a maturity date of 2010, and is secured by our revenues
      and assets.




If
      we are
      unable to successfully repay or restructure our loans to our Chairman of the
      Board and to a major shareholder or are unable to raise additional cash by
      means
      of equity or debt financing for operations, 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, we do not plan to
      distribute any cash to our stockholders.





At September
      30, 2007, we had a negative working capital of $614,889 that primarily consists
      of: (a) cash of $71,714, net of approximately $162,890 cash balance allocated
      to
      our CEO’s remaining 9 months compensation; (b) accounts receivable of $312,642;
      (c) accounts payable of $917,815, (d) accrued expenses of $10,002, and (e)
      unearned revenue of $71,428.  At September 30, 2007, we had a
      stockholders’ deficit of $2,459,063, 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
      in operating activities was $360,358 for the three months
      ended September 30, 2007. Net cash used in investing activities was
      $7,737.  Net cash provided by financing activities was $324,090, of which
      $2,250 from the exercise of the 15,000 stock warrants, $71,840 from our Chairman
      as part of the $375,000 senior convertible note, and $250,000 from a major
      stockholder as the remainder of the $375,000 senior convertible
      note.





During
      the three months ended September 30, 2006, we received (a) $5,000 from the
      exercise of the 33,334 stock options; (b) $7,000 from one of the officers,
      which
      was subsequently paid in full in September 2006; and (c) $21,867 from our
      Chairman under a long-term note payable.




**Item
      3. Controls and Procedures**





*Evaluation
      of Disclosure Controls and Procedures*




Based
      on
      our management’s evaluation, with the participation of our Chief 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 Chief Executive Officer and our Chief Financial Officer
      have concluded that as of September 30, 2007, 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, 2007, 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.






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**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 September
      30, 2007, we issued warrants for the periods of July, August and September
      2007
      to GSP Consulting, Inc. (“GSP”) entitling GSP to acquire up to 13,411 shares of
      common stock at exercise prices ranging from $0.61 to $0.76 per share, the
      then-current average market value of our common stock during these periods.
      This
      warrant was issued to GSP as partial payment for services rendered to us by
      GSP
      from July to September 2007. 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 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
      November 13, 2007, we issued 34,501 shares of common stock to GSP in lieu of
      cash payment of approximately $21,046 or $0.61 per share in satisfaction of
      a
      portion of an outstanding amount owed to GSP. 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 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.





**Item
      3. Defaults Upon Senior Securities**





None.





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





None.





**Item
      5. Other Information.**





None





**Item
      6. Exhibits**





Exhibit
                Number
            Description31.1
            Certification
                of Principal Executive Officer Pursuant to Rule 13a-14(a) and 15d-14(a),
                filed herewith.31.2
            Certification
                of Chief Financial Officer Pursuant to Rule 13a-14(a) and 15d-14(a),
                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.







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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
            November
                14, 2007
            By:
                /s/ J. Ladd GreenoJ.
                Ladd GreenoChief
                Executive Officer and Principal Executive
                Officer





Date
            November
                14, 2007
            By:
                /s/ Nam H. NguyenNam
                H. NguyenChief
                Financial Officer








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