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                     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 December 31, 2003

[ ]  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)

            Nevada98-0204736
  (State or Other Jurisdiction of                        (I.R.S. Employer
   Incorporation or Organization)                       Identification No.)

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

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

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

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

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

Check whether the registrant filed all documents and reports required to be
filed by Section 12, 13 or 15 (d) of the Exchange Act after the distribution of
securities under a plan confirmed by court. Yes__   No__

Number of shares of common stock outstanding as of February 10, 2004: 17,159,528

                                     INDEX

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

         Condensed Balance Sheet as of December 31, 2003 (unaudited)..........1

         Condensed Statements of Operations for the three months and
           six months ended December 31, 2003 and 2002 (unaudited)............2

         Condensed Statement of Changes in Stockholders' Deficit for
           the three-months ended December 31, 2003 (unaudited)...............3

         Condensed Statements of Cash Flows for the six months
           ended December 31, 2003 and 2002 (unaudited).....................4-5

         Notes to Condensed Financial Statements............................6-10

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

Item 3.  Controls and Procedures.............................................17

PART II  OTHER INFORMATION

Item 1.  Legal Proceedings...................................................18

Item 2.  Changes in Securities...............................................18

Item 3.  Defaults Upon Senior Securities.....................................21

Item 4.  Submission of Matters to a Vote of Security Holders.................21

Item 5.  Other Information...................................................21

Item 6.  Exhibits and Reports on Form 8-K....................................23

SIGNATURES...................................................................24

PART I   FINANCIAL INFORMATION

Item 1.  Financial Statements

QUICK-MED TECHNOLOGIES, INC.
CONDENSED BALANCE SHEET
(UNAUDITED)

           ASSETS
           ------
                                                                  December 31,
                                                                      2003
                                                                  -----------
   Current assets:
      Cash                                                          $ 87,522
      Accounts Receivable                                             12,000
                                                                  -----------
             Total current assets                                     99,522
                                                                  -----------
   Property and equipment, net                                         2,963
                                                                  -----------
   Other assets:
      Prepaid expenses, deposits                                      12,309
      Intangible asset, net                                          367,020
                                                                  -----------
             Total other assets                                      379,329
                                                                  -----------
             Total assets                                          $ 481,814
                                                                   ==========

           LIABILITIES AND STOCKHOLDERS' DEFICIT
           -------------------------------------

   Current liabilities:
      Accounts payable                                             $ 352,868
      Accrued interest on note payable - officer/director            133,533
      License payable                                                160,000
      Note payable - officer/director                              1,425,200
      Shareholder loans payable                                      178,547
                                                                  -----------
             Total current liabilities                             2,250,148
                                                                  -----------

    Commitments and Contingencies                                          -

   Stockholders' deficit:
      Common stock, $0.0001 par value; 100,000,000
        authorized shares;  17,089,528  shares  issued
        and outstanding                                                1,709
      Additional paid-in capital                                   7,307,376
      Outstanding stock options                                      729,842
      Accumulated deficit                                         (9,807,261)
                                                                  -----------
             Total stockholders' deficit                          (1,768,334)
                                                                  -----------
             Total liabilities and stockholders' deficit          $  481,814
                                                                  ===========

            See accompanying notes to condensed financial statements.

                                       -1-

QUICK-MED TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF OPERATIONS
(UNAUDITED)

                                               Three Months Ended         Six Months Ended
                                                  December 31,             December 31,
                                        -----------  -----------    ------------  ------------
                                             2003         2002            2003         2002
                                        -----------  -----------    ------------  ------------
Revenues                                  $ 12,000   $        -     $    12,000   $        -

Expenses:
  General and administrative expenses      266,576       194,581        381,075       357,304
  Research and development                  84,997       220,767        217,062       311,076
  Depreciation and amortization             11,089         9,908         22,177        19,770
  Stock-based compensation                 210,017       141,767        962,649     1,411,255
                                        -----------  ------------   ------------  ------------
Total expenses                             572,679       567,023      1,582,963     2,099,405
                                        -----------  ------------   ------------  ------------

Loss from operations                      (560,679)     (567,023)    (1,570,963)   (2,099,405)
                                        -----------  ------------   ------------  ------------
Other income (expense):
  Interest expense                         (22,514)     (982,345)       (43,214)   (1,000,601)
                                        -----------  ------------   ------------  ------------

Loss before income taxes                  (583,193)   (1,549,368)    (1,614,177)   (3,100,006)
                                        -----------  ------------   ------------  ------------
Provision (benefit) for income taxes            -             -              -               -
                                        -----------  ------------   ------------  ------------

Net loss                                $ (583,193)  $(1,549,368)   $(1,614,177)  $(3,100,006)
                                        ===========  ============   ============  ============

Net loss per share (basic and diluted)     $ (0.04)      $ (0.12)       $ (0.10)      $ (0.24)
                                        ===========  ============   ============  ============
Weighted average common
  shares outstanding                    16,303,358    13,144,130     15,465,736     12,955,815
                                        ===========  ============   ============  ============

            See accompanying notes to condensed financial statements.

                                       -2-

QUICK-MED TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CHANGES IN STOCKHOLDERS' DEFICIT
(UNAUDITED)

                                                    Additional
                                    Common Stock       Paid-In    Accumulated   Outstanding
                                Shares     Amount     Capital      Deficit     Stock Options       Total
                              ----------  -------  -----------  -------------  -------------  -------------
Balance, September 30, 2003   15,592,027  $ 1,559  $ 6,757,051  $ (9,224,068)    $ 720,300    $ (1,745,158)

Stock-based compensation                               176,100                                     176,100
Stock options granted                                                                9,542           9,542
Stock issued for services         97,501       10       24,365                                      24,375
Stock issued for cash          1,400,000      140      349,860                                     350,000

Net loss, December 31, 2003                                         (583,193)                     (583,193)
                              ----------  -------  -----------  -------------  -------------  -------------
Balance, December 31, 2003    17,089,528  $ 1,709  $ 7,307,376  $ (9,807,261)    $ 729,842    $ (1,768,334)
                             ===========  =======  ===========  ============     =========    ============

            See accompanying notes to condensed financial statements.

                                       -3-

QUICK-MED TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS
(UNAUDITED)
                                                              Six Months Ended
                                                                December 31,
                                                        ---------------------------
                                                            2003            2002
                                                        -----------     -----------
Cash flows from operating activities:
    Net loss                                            $(1,614,177)    $(3,100,006)
    Adjustments to reconcile net loss to net
      cash used by operating activities:
       Depreciation and amortization                         22,177          19,770
       Stock granted for services                            24,375          19,084
       Stock-based compensation                             938,274       1,392,171
       Liabilities paid by a shareholder                          -          14,626
       Interest expense in debt conversion to equity              -         965,250
          Increase in accounts receivable                   (12,000)              -
          Increase in prepaid expenses                       (6,240)        (19,209)
          Increase (decrease) in:
             Accounts payable                              (261,213)         38,613
             Accrued interest                               43,109           35,352
                                                        -----------     -----------
Net cash used by operating activities                      (865,695)       (634,349)
                                                        -----------     -----------

Cash flows from investing activities:
    Purchase of fixed assets                                      -          (2,746)
    Patent additions                                        (24,789)             -
                                                        -----------     -----------
Net cash used by investing activities                       (24,789)         (2,746)
                                                        -----------     -----------

Cash flows from financing activities:
    Issuance of common stock for cash                       600,000         100,000
    Issuance of common stock for payment of a liability      27,036               -
    Increase in notes payable                               125,000         250,000
    Increase in notes payable - officer/director            230,525         277,700
    Repayments of notes payable - officer/director          (51,978)             -
                                                        -----------     -----------

Net cash provided by financing activities                   930,583         627,700
                                                        -----------     -----------

Net increase (decrease) in cash                              40,099          (9,395)
Cash at beginning of period                                  47,423          11,556
                                                        -----------     -----------
Cash at end of period                                   $    87,522     $     2,161
                                                        ===========     ===========

            See accompanying notes to condensed financial statements.

                                       -4-

QUICK-MED TECHNOLOGIES, INC.
CONDENSED STATEMENTS OF CASH FLOWS (CONTINUED)
(UNAUDITED)

                                                                 Six Months Ended
                                                                   December 31,
                                                             ------------------------
                                                               2003            2002
                                                             ---------      ---------
Supplementary disclosure of cash activities:
    Cash paid for:
       Interest                                              $     -        $      -
                                                             =========      =========
       Income taxes                                          $     -        $      -
                                                             =========      =========

    Non-cash disclosures of investing and
      financing activities:
       Stock options granted to consultant                   $ 95,034       $  19,084
                                                             =========      =========
       Conversion of debt to equity                          $ 11,105       $ 675,000
                                                             =========      =========
       Issuance of common stock for payment of a liability   $ 27,036       $      -
                                                             =========      =========

            See accompanying notes to condensed financial statements.

                                       -5-

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

**NOTE 1 - SIGNIFICANT ACCOUNTING POLICIES****Basis of Presentation:** The accompanying unaudited condensed financial statements
of Quick-Med Technologies, Inc. (the "Company") have been prepared in accordance
with generally accepted accounting principles for interim financial information
and with the instructions to Form 10-QSB and Regulation S-B. Accordingly, they
do not include all the information and footnotes required by generally accepted
accounting principles for complete financial statements. In the opinion of the
management of the Company, the accompanying unaudited financial statements
contain all the adjustments (which are of a normal recurring nature) necessary
for a fair presentation. Operating results for the three months and six months
ended December 31, 2003 are not necessarily indicative of the results that may
be expected for the year ending June 30, 2004. For further information, refer to
the financial statements and the footnotes thereto contained in the Company's
Annual Report on Form 10-KSB for the year ended June 30, 2003, as filed with the
Securities and Exchange Commission.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. The Company has negative cash flows
from operations and an accumulated deficit that raises substantial doubt about
its ability to continue as a going concern. The financial statements do not
include any adjustments that might result from the outcome of this uncertainty.

In March 2002, the Board of Directors approved the Company's change of year-end
from December 31 to June 30.

**Revenue Recognition:** The Company recognizes the revenue as it provides technical
and scientific services to a specialty chemical manufacturer.

**NOTE 2 - STOCK OPTIONS**

On March 4, 2001, the Company adopted a qualified equity incentive plan. Under
the Plan, the Company is authorized to grant up to 3,000,000 shares of common
stock. In March, 2002, 1,140,000 unqualified options were granted under the Plan
to employees and directors. The exercise price for 990,000 and 150,000 of the
options were 75% and 25%, respectively, of the average trading price of the
Company's stock during the first 30 days after commencement of the stock trading
on the Over the Counter ("OTC") Market. The vesting provisions for 100,000 of
the options were immediate and the remainder of the 1,040,000 options are vested
one third respectively on January 15, 2002, January 15,2003 and January 15,
2004. All options expire five years after the grant date. In July 2003,
1,231,500 unqualified options were granted under the Plan to employees,
directors, and service providers. The exercise price for the 1,231,500 options
was the closing trading price at the grant date and they were vested
immediately. All options expire five years after the grant date. In addition,
the Company has issued 223,000 restricted common shares to the directors and an
employee/director. These restricted shares were also vested immediately.

The Company has elected to account for the stock options granted to employees
under Accounting Principles Board Opinion No. 25, "Accounting for Stock Issued
to Employees," and related interpretations. Under APB No. 25, the difference
between the option price and the fair value of the shares creates an additional
stock option compensation expense which will be recorded in the income statement
over the current and subsequent fiscal years, prorated on a quarterly basis. The
restricted shares were accounted for as compensation expense based on the
closing trading price of the grant date.

The Company accounts for stock options granted to directors and consultants
under Financial Accounting Standards Board Statement No. 123, "Accounting for
Stock Based Compensation" (FASB No. 123). In March 2002, 50,000 options were
granted to a consultant vesting over the same three-year period as employees and
directors. Using the Black-Scholes option pricing model, $9,542 of compensation
expense was recorded in this period. No options were granted to consultants
during this period. The assumptions utilized in valuing the fair market value
were - Risk-free interest rate of 4.75%; Dividend

                                      -6-

**NOTE 2 - STOCK OPTIONS (CONTINUED)**

yield of 0%; Volatility factor of 50%; Estimated life of 5 years. The July 2003
options issued to the directors and service providers were also valued using the
Black-Scholes option pricing model, $474,565 of compensation expense was
incurred during this period. The assumptions utilized in valuing the fair market
value for these July 2003 options were - Risk-free interest rate of 6%; Dividend
yield of 0%; Volatility factor of 138%; Estimated life of 5 years.

Had the stock compensation expense for the stock options granted been determined
based on the fair value of the options at the grant date consistent with the
methodology prescribed under FASB No. 123, The Company's net loss for the three
month periods ended December 31, 2003 and 2002 would have been $521,168 and
$1,618,321, respectively, and the six month periods ended December 31, 2003 and
2002 would have been $1,928,422 and $2,322,453, respectively.

A summary of options as at December 31, 2003 and 2002 is shown below:

                                                December 31, 2003              December 31, 2002
                                         ----------------------------    ----------------------------
                                            Number   Weighted-Average       Number   Weighted-Average
                                          of Shares   Exercise Price      of Shares   Exercise Price
                                         ----------  ----------------    ----------  ----------------

Outstanding at beginning of period        1,980,000        $ 2.68          840,000         $ 2.24
Granted                                   1,231,500          0.55        1,140,000           3.69
Exercised                                        -             -                -              -
Forfeited                                  (198,000)         2.93               -              -
                                         ----------        ------       ----------         ------
Outstanding at end of period              3,013,500        $ 2.15        1,980,000         $ 3.07
                                         ----------        ======       ----------         ======
Exercisable at end of period              2,666,833                     1,288,667
                                         ----------                    ----------
Available for issuance at end of period     629,000                     1,860,000
                                         ==========                    ==========

At December 31, 2003 and 2002, the Company's net loss and loss per share would
have been for the three months and six months ended are as follows:

                                             Three Months Ended                Six Months Ended
                                        December 31,   December 31,     December 31,    December 31,
                                            2003           2002              2003             2002
Net loss
     As reported                        $ (583,193)   $ (1,549,368)    $ (1,614,177)   $ (3,100,903)
                                        ===========   =============    =============   =============
     Pro forma                          $ (611,268)   $ (1,618,321)    $ (2,018,422)   $ (2,322,453)
                                        ===========   =============    =============   =============
Loss per share
     As reported                           $ (0.03)        $ (0.12)         $ (0.10)        $ (0.24)
                                           ========        ========         ========        ========
     Pro forma                             $ (0.04)        $ (0.12)         $ (0.13)        $ (0.18)
                                           ========        ========         ========        ========

**NOTE 3 - RELATED PARTY TRANSACTIONS**

For the six months ended December 31, 2003, the Company received $175,000 from
the chairman, of which $50,000 was repaid, and accrued interest of $41,509. In
addition, the chairman paid $125,000 in cash for a joint development project on
behalf of the Company, and it was accounted for as a short term

                                      -7-

**NOTE 3 - RELATED PARTY TRANSACTIONS (CONTINUED)**

loan at the interest of 6% per annum. At December 31, 2003, the amount of the
notes payable to the chairman and the president of $1,425,200 and $53,547,
respectively, plus accrued interest, totaled $1,612,279 and are convertible into
approximately 4,242,839 common shares. During this period, the president loaned
the Company approximately $55,525 to fund operations, of which $1,978 was
repaid. The interest rate on this loan is 6% per annum.

In September 2003 the Company negotiated a successor agreement with the Chairman
regarding the line of credit, which expired July 1, 2003 totaling $1,300,200,
excluding interest. The line of credit of $750,000 and the short term borrowing
of $550,200 are consolidated into a single convertible note for up to $1,500,000
excluding accrued interest, at an interest rate of 6% and due July 1, 2004. The
maturity date of the note will be extended if the Company is unable to repay the
debt at that date. The convertible note is secured by the assets and revenues of
the Company and is senior to all other debt obligations. The note plus accrued
interest will be convertible, in full or in part, at the option of the lender
for a term of up to 5 years beginning at September 1, 2003 at a conversion rate
of $0.38 per share. The conversion rate was determined as 15% above the average
share price over the prior 20 trading days ($0.33 per share). The note has an
anti-dilution provision in the event that the Company sells stock to other
investors at less than $0.20 per share. This convertible note agreement is made
contingent upon the agreement of the lender to provide additional funding to the
Company by purchasing restricted common stock at prices to be agreed to by the
Company or other means.

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

**NOTE 4 -  COMMITMENTS AND CONTINGENCIES**

On September 30th, the Company accepted the resignation and removed our then
general counsel and director Michael Karsch from office after learning that he
had been indicted that day on alleged violations unrelated to the Company. The
Company concurrently obtained independent outside counsel to review certain
transactions relating to a dispute we had with Euro Atlantic Capital LLC ("EAC"
or "Euro") in which Mr. Karsch had been involved as our general counsel. After
its preliminary review of the matter, the Company notified the SEC's staff of
its concerns, filed a Form 8-K on November 3, 2003, and commenced an internal
investigation. The Company's internal investigation has now been substantially
completed, notwithstanding the fact that certain individuals and entities have
refused to cooperate with the Company's requests for relevant information and
documents concerning these transactions. The Company intends to continue
reviewing this matter and will continue to cooperate with the SEC, as well as
with other state and/or federal agencies involved in reviewing this matter.

As previously disclosed, in May 2000, Quick-Med (then a privately held company)
entered into a letter of intent ("LOI") with EAC, a "merchant banking and
corporate finance firm," to assist in merging Quick-Med with a public shell
company. Pursuant to the LOI, EAC subsequently arranged for Quick-Med to be
merged into AAI, a "blank check" company. In connection with providing these
services, parties subsequently agreed that EAC and its investors were to acquire
all of AAI's free-trading shares, which shares were initially registered for
sale by AAI on a Form SB-2 registration statement that was filed with the SEC on
or about July 14, 2000 and was declared effective by the SEC on or about
September 19, 2000.

AAI's Form SB-2 registration statement originally disclosed that the proceeds
from its IPO (totaling $125,000) were to be placed by AAI in an escrow account
at City National Bank, along with the related AAI stock certificates that were
to be issued in the names of the IPO purchasers. Although AAI's IPO purportedly
closed on or about November 28, 2000, AAI failed to utilize any such escrow
account at City National Bank during the IPO. Subsequently, in or about December
2001, AAI filed a Form 10-QSB/A for the period ended December 31, 2000,
disclosing that the monies purportedly raised in its IPO were "on deposit in the
trust account of Martin & Adams, PLLC, a Washington, D.C. law firm which held
the funds

                                      -8-

**NOTE 4 -  COMMITMENTS AND CONTINGENCIES (CONTINUED)**

on behalf of EAC." It was further disclosed in the filing that, "Euro received
no commissions or other compensation for raising these funds, and [was] one of
the investors in the offering."

On or about March 21, 2001, prior to completing our merger with AAI, Quick-Med
entered into a financing agreement with EAC. Among other things, EAC agreed to
assist Quick-Med in becoming a public company through a reverse merger with a
public shell, it agreed to assist the Company in developing a public trading
market for our common stock, and it agreed to assist in raising $2,000,000 for
the Company through the sale of our stock in a private placement. In return, EAC
(and its affiliates) were to receive up to 2,500,000 of the (post merger)
free-trading shares that were offered in AAI's IPO.

On or about July 17, 2001, EAC and the Company entered into an amended financing
agreement, pursuant to which EAC agreed to assist the Company in raising a total
of $4,500,000 of additional equity capital.

On or about November 26, 2001, EAC and the Company entered into a second
amendment to the original financing agreement with EAC. Pursuant to the second
amendment, EAC agreed to, among other things, provide Quick-Med with an interim
funding facility totaling a maximum of $500,000 commencing 30 days after the
filing of a post-effective amendment to AAI's Form SB-2 registration statement.
Additionally, the second amendment contained the following terms: "EAC and its
investors will receive free 2,500,000 free trading common shares subscribed for
in a public company shell for arranging the RTO/Merger of Quick-Med into this
shell and for providing financing of $4,500,000 in two tranches. At the
completion of this funding, EAC will receive 1,000,000 restricted shares."

EAC further agreed to deposit 1,000,000 of its free trading shares into an
escrow or trust account to be released upon completion of the initial $2,000,000
tranche of financing. The second amendment also provided that "EAC will manage
and control the filing process and QMT will make all appropriate efforts to
assist in the immediate filing of Post Effective Amendment No. 4 by 12/07/01."

Subsequent to entering into the November 26, 2001 financing agreement, EAC
advised the Company that they would not escrow any of their purportedly free
trading shares of AAI's common stock, and that they would not agree to raise
more than $2,000,000 for the Company. These modifications were thereafter set
forth in a written document that was dated as of November 26, 2001 (and filed
with the SEC on about January 8, 2002 as Exhibit 10.4 to Post-Effective
Amendment No. 4 to AAI's SB-2 registration statement).

Subsequently, EAC defaulted on its commitment to raise the $2,000,000 in
proceeds for the Company. Although the Company continued to seek funding from
EAC that was previously agreed upon, EAC has refused to honor those commitments.
In addition, the Company has reasons to believe that EAC never placed any of its
purportedly free trading shares of our common stock on deposit in any escrow or
trust account, but instead sold the vast majority of shares it owned and/or
controlled in the secondary market.

Transfer agent records obtained during the internal investigation indicate that
substantially all of the 2,500,000 shares of common stock issued by AAI in
connection with its IPO were acquired (directly or indirectly) by Euro and/or
its affiliates (including its officers and employees, their family members, and
certain entities associated with these individuals).

The internal investigation found that Quick-Med, its officers and directors were
receiving and reasonably relying upon legal advice and guidance from its former
general counsel on these, as well as other, corporate and securities related
matters. Accordingly, the internal investigation concluded that no action should
be taken against any of the Company's current officers and/or directors.
However, as a result of the internal investigation, the Company intends to
further review this matter to determine whether any cause of action should be
instituted against other individuals and/or entities who were involved in

                                      -9-

**NOTE 4 -  COMMITMENTS AND CONTINGENCIES (CONTINUED)**

arranging, facilitating or reviewing these transactions. No assurance can be
given that any such action will be filed in the future, or that, if such an
action is filed, it would result in a monetary judgment that could be ultimately
collected upon by the Company. Moreover, if any such action were to be filed,
the Company would most likely have to expend significant resources in
prosecuting its claims, which could have a materially adverse affect on the
Company financial condition and future results of operations.

The Company intends to continue its regular and ordinary business activities and
will continue to take any corrective actions deemed necessary to ensure
accurate, timely and appropriate disclosure is made regarding all of its
material transactions. The Company believes that, at this time, appropriate
regulatory agencies are reviewing the above matter. The Company intends to
continue cooperating with these agencies in connection with their
investigations. No assurance can be given that these continuing investigations
and any other corrective actions taken will not have a materially adverse effect
on our future business operations and financial condition.

                                      -10-

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

The following discussion should be read in conjunction with our financial
statements and related notes appearing elsewhere in this Form 10-QSB and our
Annual Report on Form 10-KSB for our fiscal year ended June 30, 2003. The terms
"the Company," "we," "our" or "us" refer to Quick-Med Technologies, Inc. This
discussion contains forward-looking statements based on our current
expectations, assumptions, and estimates. The words or phrases "believe,"
"expect," "may," "anticipates," or similar expressions are intended to identify
"forward-looking statements." Actual results could differ materially from those
projected in the forward-looking statements as a result of a number of risks and
uncertainties pertaining to our business, including: (a) our limited operating
history and our history of losses make it difficult for you to evaluate our
current and future business and prospects and future financial results; (b) if
we are unable to obtain additional financing, we will be unable to proceed with
our operating plan and even if we obtain additional debt or equity financing,
the value of our common stock will be diluted; (c) we have negative cash flow
from operations and an accumulated deficit that raises substantial doubt about
our ability to continue as a going concern; (d) our future business is dependent
upon third parties to market, manufacture, and distribute our technologies
and/or products or jointly developed products; (e) our future operations are
dependent upon funding by our Chairman of the Board; (f) whether we comply with
regulations pertaining to our business; (g) we have substantial debt obligations
due to our Chairman of the Board, who has funded our operations, debt
obligations of which are secured by our assets and revenues and our senior
obligations due by us; (h) the matters discussed in this Form 10-QSB under Part
II, Item 5, may have a materially adverse effect on our future business and
financial condition; and (i) other risk factors discussed in our Form 10-KSB,
which may be accessed at www.sec.gov. Statements made herein are as of the date
of the filing of this Form 10-QSB with the Securities and Exchange Commission
and should not be relied upon as of any subsequent date. Unless otherwise
required by applicable law, we do not undertake, and we specifically disclaim
any obligation, to update any forward-looking statements to reflect occurrences,
developments, unanticipated events or circumstances after the date of such
statement.

**Overview**
We intend to further develop our core technologies as well as develop future
technologies. We will attempt to commercialize those technologies through
strategic partnership agreements, joint ventures, or co-development agreements.
We do not intend to manufacture or distribute final products; instead, we will
seek partnership arrangements and/or license agreements with third parties to
develop products that use our technologies and have such third parties perform
the manufacturing, marketing, and distribution functions.

**Capital Expenditures and Requirements**
From 2000 to 2003, we have spent approximately $295,000 on the acquisition of
patents and exclusive license agreements. We owe an additional $160,000 to Dr.
Richard Galardy which is due when certain milestones are met in connection with
a September 2000 license agreement we have with Dr. Galardy and Dr. Damian
Grobeny.

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

**Critical Accounting Policies and Estimates**
The preparation of our financial statements requires us to make estimates and
assumptions that affect the reported amounts. The estimates and assumptions are
evaluated on an on-going basis and are based on historical experience and on
various other factors that are believed to be reasonable. Estimates and
assumptions include, but are not limited to, fixed asset lives, intangible
assets, income taxes, and contingencies. We base our estimates on historical
experience and on various other assumptions that are believed to be reasonable
under the circumstances, the results of which form the basis for making
judgments about the carrying values of assets and liabilities that are not
readily apparent from other sources. Actual results may differ from these
estimates under different assumptions or conditions. We believe the following
critical accounting policies affect its more significant judgments and estimates
used in the preparation of the financial statements. Our accounting for stock
compensation requires us to estimate the value of the shares issued and the
value of intangible assets require us to continually assess whether such assets
are impaired.
                                      -11-
**Results of Operations*****Comparison of Six Months Ended December 31, 2003 and 2002***Revenues. In December 2003, we received revenues of $12,000 from a specialty
chemical manufacturer, Noville, Inc., in accordance with our November 18, 2003
agreement with this manufacturer, which provides that if Noville does not
possess the laboratory or technology to develop our NIMBUS(TM)technology, then
it will pay us for these services at our cost of $12,000 per month. This
agreement is effective on December 1, 2003 with a five year term and will be
reviewed annually. We had no revenues for the six month period ended December
31, 2002 since our technologies and potential products were (and still are) in
the development stage.

Operating Losses. Operating losses for the six months ended December 31, 2003
decreased by 25.2% or $528,442 to ($1,570,963) for the six months ended December
31, 2003 from ($2,099,405) for the six months ended December 31, 2002. The
decrease in operating loss was primarily due to a reduction in non-cash
stock-based compensation and in research and development expenses, as reflected
immediately below.

Non-Cash Stock-Based Compensation. Non-Cash Stock-Based Compensation decreased
$448,606 or 31.8% to $962,649 for the six months ended December 31, 2003, from
$1,411,255 for the six months ended December 30, 2002. This decrease in non-cash
stock based compensation is attributed to our issuance of stock options to a
director at less than fair value, which resulted in the recognition of a large
compensation expense in 2002. In addition, we took a $211,371 charge in
compensation expense, as a result of a conversion of the 2002 note payable to
our Chairman of the Board. This decrease was offset by a charge of $90,000 in
stock-based compensation in 2003 as a result of issuing 1,000,000 shares of our
common stock to our Chairman of the Board for $250,000 in cash at a discount
price of $0.25 per share from the closing trading price of $0.34 per share on
that day. Later, we also issued 1,400,000 shares of our common stock to our
Chairman of the Board for $350,000 in cash at a premium price of $0.25 per share
as compared to the closing trading price of $0.16 per share on that day.
However, no gain was reported for this transaction.

Research and Development Expense. Research and development expense decreased by
$94,014 or 30.2% to $217,062 for the six months ended December 31, 2003, from
$311,076 December 31, 2002, as a result of outside research expenditures of
approximately $148,000 in 2002 as compared to a $50,000 license fee payment to a
specialty dermatology company during the six months ended December 31, 2003.

General and Administrative Expense. General and administrative expense increased
by $23,771 or 6.7% to $381,075 for the six month period ended December 31, 2003,
from $357,304 for the six month period December 31, 2002. This increase in our
general and administrative expenses is primarily attributed to significant
corporate legal and patent maintenance fees and additional consulting expenses
incurred in 2003.

Interest Expense. Interest expense for the six month period ended December 31,
2003 decreased $957,387 or 95.7% to $43,214 as compared to $1,000,601 for the
six month period ended December 31, 2002. This decrease was due to the
conversion of notes payable to a shareholder which had a $650,000 principal
balance and $25,000 in related accrued interest, into common stock during 2002.
As a result of this conversion, we took a charge of $965,250 of non-cash
interest expense for the six month period ended December 31, 2002.

Net Loss. Net loss for the six month period ended December 31, 2003 was
($1,614,177) or ($0.10) per share compared to ($3,100,006) or ($0.24) per share
for the six month period ended December 31, 2002. This decrease is primarily
attributable to a reduction in non-cash stock-based compensation and research
and development expenses, offset by an increase in general and administrative
expense.
                                      -12-
***Comparison of Three Months Ended December 31, 2003 and 2002***Revenues. In December 2003, we received revenues of $12,000 from a specialty
chemical manufacturer in accordance with our agreement with this manufacturer
that if we provided technical and scientific services to the manufacturer, we
would receive $12,000 of personal care industry related research and development
costs. This agreement is effective on December 1, 2003 with a five year term and
will be reviewed annually. We had no revenues for the three month period ended
December 31, 2002 since our technologies were (and still are) in the development
stage.

Operating Losses. Operating losses for the three months ended December 31, 2003
decreased slightly by 1.1% or $6,344 to ($560,679) for the three month period
ended December 31, 2003 from ($567,023) for the three month period ended
December 30, 2002. The decrease in operating loss was primarily due to a
reduction in research and development expense, offset by an increase in non-cash
stock-based compensation and in general and administrative expense, as reflected
immediately below.

Non-Cash Stock-Based Compensation. Non-Cash Stock-Based Compensation increased
$68,250 or 48.1% to $210,017 for the three month period ended December 31, 2003,
from $141,767 for the three month period ended December 31, 2002. This increase
was due to a charge of $90,000 in stock-based compensation in 2003 as a result
from the issuance of 1,000,000 shares of stock to our Chairman of the Board for
$250,000 in cash at a discount price of $0.25 per share from the closing trading
price of $0.34 per share on that day. Later, we also issued 1,400,000 shares of
our common stock to our Chairman of the Board for $350,000 in cash at a premium
price of $0.25 per share as compared to the closing trading price of $0.16 per
share on that day. However, no gain was reported for this transaction. The
increase was offset by the forfeiture of the stock options owned by a director,
who resigned during this quarter. Hence, no compensation expense was accrued to
his stock options.

Research and Development Expense. Research and development expense decreased by
$135,770 or 61.5% to $84,997 for the three months period ended December 31,
2003, from $220,767 from the December 31, 2002. This decrease was the result of
outside research expenditures of approximately $148,000 incurred in 2002 as
compared to none in 2003.

General and Administrative Expense. General and administrative expense increased
$71,995 or 37.0% to $266,576 for the three months period ended December 31,
2003, from $194,581 for the three months period ended December 31, 2002. This
increase in our general and administrative expenses is primarily attributed to
significant corporate legal and patent maintenance fees, and additional
consulting fees offset by reduced travel, conventions, and investor relations
related expenses during 2003.

Interest Expense. Interest expense for the three month period ended December 31,
2003 decreased $959,831 or 97.7% to $22,514 as compared to $982,345 for the
three month period ended December 31, 2002. This decrease was due to the
conversion of notes payable to a shareholder which had a $650,000 principal
balance and $25,000 in related accrued interest, into common stock during 2002.
As a result of this conversion, Quick-Med took a charge of $965,250 of non-cash
interest expense for the three months period ended December 31, 2002. This
decrease was offset by an increase of $5,419 in our interest expense which was
due to a larger average outstanding loan balance at December 31, 2003.

Net Loss. Net loss for the three month period ended December 31, 2003 was
($583,193) or ($0.04) per share compared to ($1,549,368) or ($0.12) per share
for the three month period ended December 31, 2002. This decrease in our net
loss is primarily attributable to a reduction in interest expense resulting from
the debt to equity conversion, research and development expense and non-cash
stock-based compensation, offset by an increase in general and administrative
expense.
                                      -13-
**Liquidity and Capital Resources**

Our auditors have issued a going concern opinion on our audited financial
statements for the fiscal year ended June 30, 2003 and for the six months ended
June 30, 2002 as we have experienced recurring losses and negative cash flows
from operations in these periods. In addition, it has a net capital deficiency.
These matters raise substantial doubt about our ability to continue as a going
concern.

We cannot continue to satisfy our current cash requirements for a period of
twelve (12) months through our existing capital. We anticipate total estimated
operating and research and development expenditures of approximately $102,000
per month or an aggregate of $1,224,000 over the next twelve (12) months, in the
following areas:

o    Research and development expenditures of approximately $45,000 per month or
     an aggregate $540,000 over the next twelve (12) months, which will consist
     of the following estimated monthly expenditures: (a) $36,000 in payroll for
     scientists; (b) $5,000 for chemical supplies; and (c) $4,000 in laboratory
     operating expenses, including rent expense.
o    Patent related legal fees of approximately $10,500 per month or an
     aggregate $126,000 annually; and
o    Operating expenses of approximately $46,500 per month or an aggregate
     $558,000 over the next twelve (12) months, including officer and director
     insurance, general liability insurance, rent, consulting fees, utilities,
     legal and accounting fees, and payroll.

Our current cash of $87,522 as of December 31, 2003 will satisfy our cash
requirements for less than one (1) month.

Accordingly, we will be unable to fund our expenses for our entire one year plan
of operations through our existing assets or cash. Although our Chairman of the
Board has agreed to loan us funds for our operational needs, which will assist
in meeting our Plan of Operations, there are no assurances that we will receive
sufficient funds from our Chairman of the Board or that they will be adequate to
meet our operating needs. Even if our Chairman of the Board provides funding to
us, we will be required to provide loan with interest and other possible terms
and/or issue shares of our common stock to him, which will dilute your interest
in our shares. Moreover, we may still need additional financing through
traditional bank financing or a debt or equity offering; however, because we are
a development stage company with little operating history, limited revenues, and
a poor financial condition, we may be unsuccessful in obtaining such financing
or the amount of the financing may be minimal and therefore inadequate to
implement our Plan of Operations. In the event that we do not receive financing
or our financing is inadequate, we may have to liquidate our business and
undertake any or all of the following actions:
o    Significantly reduce, eliminate or curtail our business, operating and
     research and development activities so as to reduce operating costs;
o    Sell, assign or otherwise dispose of our assets, if any, to raise cash or
     to settle claims by creditors, including our Chairman of the Board;
o    Pay our liabilities in order of priority, if we have available cash to pay
     such liabilities;
o    If any cash remains after we satisfy amounts due to our creditors,
     distribute any remaining cash to our shareholders in an amount equal to the
     net market value of our net assets;
o    File a Certificate of Dissolution with the State of Nevada to dissolve our
     corporation and close our business;
o    Make the appropriate filings with the Securities and Exchange Commission so
     that we will no longer be required to file periodic and other required
     reports with the Securities and Exchange Commission, if, in fact, we are a
     reporting company at that time; and
o    Make the appropriate filings with the National Association of Security
     Dealers to affect a delisting of our stock.

Based upon our current assets, however, we will not have the ability to
distribute any cash to our shareholders.

                                      -14-

As of December 31, 2003, we have notes outstanding to our Chairman of the Board
and the President totaling $1,425,000 and $53,547, respectively, most of which
is due July 1, 2004 unless restructured. If we are unable to successfully
restructure these loans, we may have to liquidate our business and undertake any
or all the steps outlined above.

If we have any liabilities that we, or our Chairman of the Board on our behalf,
are unable to satisfy and we qualify for protection under the U.S. Bankruptcy
Code, we may voluntarily file for reorganization under Chapter 11 or liquidation
under Chapter 7. Our creditors may also file a Chapter 7 or Chapter 11
bankruptcy action against us. If our creditors or we file for Chapter 7 or
Chapter 11 bankruptcy, our creditors will take priority over our shareholders.
If we fail to file for bankruptcy under Chapter 7 or Chapter 11 and we have
creditors; such creditors may institute proceedings against us seeking
forfeiture of our assets, if any.

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

At December 31, 2003, we had a working capital deficit of ($2,150,626),
primarily due to: (a) shareholder loans of $1,737,280; (b) a license fee payable
of $160,000; and (c) accounts payable of $352,868. At December 31, 2003, we had
a stockholders' deficit of ($1,768,334), a substantial portion of which is due
to non-cash stock compensation expense and non-cash interest expense from the
notes payable conversions described below.

Cash used by operating activities was $865,695 for the six months ended December
31, 2003. Net cash used by investing activities was $24,789 for the filing and
maintenance of patents for our core technologies. Net cash provided by financing
activities was $930,583, 97% of which consisted of $600,000 derived from sales
of our common stock and $303,547 from shareholder loans.

To date, we have funded our activities principally from shareholder loans
totaling $1,737,280, including related accrued interests, and a $650,000 bridge
loan from a merchant banking firm. All of these funds have been loaned with 6%
interest per annum. The loan from the investment banking firm was converted in
November 2002 into common stock at $1.00 per share.

At December 31, 2003, we had an outstanding loan balance of $53,547 due to our
President, David Lerner. The loan bears an interest rate of 6% per annum, with
the repayment term to be determined.

At December 31, 2003, we had an outstanding loan balance of $1,425,200 due to
our Chairman of the Board, Michael Granito, $750,000 of which was from a line of
credit we fully utilized. The line of credit agreement provides that the
outstanding balance due to Mr. Granito is convertible into common stock at $1.00
per share at Mr. Granito's option. At December 31, 2003, no conversion of common
stock had taken place. In October and November 2002, we entered into an
additional short term borrowing arrangement with Mr. Granito for up to $500,000
at 6% interest and due at July 1, 2003; this borrowing was secured by our assets
and revenues, but did not contain a stock conversion term. This additional short
term borrowing was an extension of the $750,000 line of credit and was
consolidated into a single financial instrument. As of September 30, 2003, the
line of credit had been extended to $550,200, which we fully utilized. Because
we have not repaid any amounts to Mr. Granito, the entire combined borrowing
amount of $1,385,200 (excluding interest) is due to Mr. Granito.

In September 2003, we negotiated a successor line of credit agreement with Mr.
Granito relevant to the earlier line of credit agreement totaling $1,300,200
(excluding interest), which had expired on July 1, 2003. The line of credit of
$750,000 and the short term borrowing of $550,200 have been consolidated into a
single convertible note for up to $1,500,000 excluding accrued interest, at an
interest rate of 6%, and due July 1, 2004. The convertible note is secured by
our assets and revenues and will remain as our senior-most debt obligation. The
note plus accrued interest will be convertible, in full or in part, at the
option of the lender for a term of up to 5 years beginning at September 1, 2003
at a conversion rate of $0.38 per share. The conversion rate was determined as
15% above the average share price over the prior 20 trading days ($0.33 per
share) and 50% over the share price at which we would normally price our
restricted common stock based on a discount to the prior 20 day average trading
price. The note has an anti-dilution provision in the event that we sell stock
to other investors at less than $0.20 per share. This convertible note agreement
was made contingent upon the agreement of the lender to provide additional
funding to us by purchasing restricted common stock at prices we agree upon.

                                      -15-

At December 31, 2003, we also had an outstanding short term loan balance of
$125,000 due to our Chairman of the Board, Michael Granito. The loan bears an
interest rate of 6% per annum, with the repayment term to be determined.

During  the  six  months  ended   December  31,  2003,  we  raised  a  total  of
approximately  $903,547 through: (a) the sale of 2,400,000 shares our restricted
common stock to Mr.  Granito in return for $600,000 cash  consideration  from an
entity owned by our Chairman of the Board; (b)$125,000 borrowed from Mr. Granito
under the revolving note agreement; (c) $125,000 borrowed from Mr. Granito under
the short term loan  arrangement;  and (d) $53,547  borrowed from our President,
David Lerner.

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

In September 2003, approximately $27,000 of accounts payable was paid by the
50,000 shares of restricted common stock.

To date, we have been unable to meet our obligations on a timely or delayed
basis, as funding has been made available on an as-needed basis. We cannot
assure you that our Chairman of the Board will continue to provide funding
beyond the amount of the revolving note agreement.

We received $650,000 of bridge financing from Euro Atlantic. On November 16,
2002, Euro Atlantic converted the notes in the principal amount of $650,000 plus
$25,000 accrued interest into 675,000 shares of common stock.

**Contractual Obligations And Commercial Commitments**

The following tables summarize our contractual obligations and commercial
commitments as of December 31, 2003:

Significant Obligations   Total   Within 1 Year  2-3 Years  4-5 Years  After 5 Years
-----------------------  ------   -------------  ---------  ---------  -------------
Capital Leases           $  -
Operating Leases         $3,351      $3,351        $  -       $  -         $  -

We are committed under leases for its Gainesville, Florida office and lab. The
lease expires in March 2004. We do not have any capital leases.

**Recent Pronouncements**

In December 2002, the Financial Accounting Standards Board ("FASB") issued
Statement No. 148 ("SFAS No. 148"), "Accounting for Stock-Based Compensation,
Transition and Disclosure." SFAS No. 148 provides alternative methods of
transition for a voluntary change to the fair value based method of accounting
for stock-based employee compensation. SFAS No. 148 also requires that
disclosures of the pro forma effect of using the fair value method of accounting
for stock-based employee compensation be displayed more prominently and in a
tabular format. Additionally, SFAS No. 148 requires disclosure of the pro forma
effect in interim financial statements. The transition and annual disclosure
requirements of SFAS No. 148 are effective for fiscal years ended after December
15, 2002. The interim disclosure requirements are effective for interim periods
ending after December 15, 2002. The disclosure provision of SFAS No. 148 has
been adopted by the Company with appropriate disclosure included in the
financial statements.

In April 2003, the FASB issued SFAS No. 149, "Amendment of Statement 133 on
Derivative Instruments and Hedging Activities." SFAS No. 149 amends and
clarifies financial accounting and reporting for derivative instruments,
including certain derivative instruments embedded in other contracts
(collectively referred to as derivatives) and for hedging activities under SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities." SFAS
No. 149 is effective for contracts entered into or modified after June 30, 2003,
except as specified and for hedging relationships designated after June 30,
2003.

                                      -16-

In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS 150
requires that certain financial instruments, which under previous guidance were
accounted for as equity, must now be accounted for as liabilities. The financial
instruments affected include mandatory redeemable stock, certain financial
instruments that require or may require the issuer to buy back some of its
shares in exchange for cash or other assets and certain obligations that can be
settled with shares of stock. SFAS 150 is effective for all financial
instruments entered into or modified after May 31, 2003. Otherwise it will
become effective at the beginning of the first interim period beginning after
June 15, 2003.

The Company believes that the ongoing application of these Statements will not
have a material adverse effect on the Company's financial position, results of
operations, or cash flows.

Item 3.  Controls and Procedures
The Company's Principal Officer and Acting Chief Financial Officer evaluated the
effectiveness of the design and operation of the Company's disclosure controls
and procedures within the 90 days preceding the filing date of this quarterly
report. Based upon this evaluation, the Principal Officer and Acting Chief
Financial Officer concluded that the Company's disclosure controls and
procedures are effective in ensuring that material information required to be
disclosed is included in the reports that it files with the Securities and
Exchange Commission.

There were no significant changes in the Company's internal control over
financial reporting, to the knowledge of the management of the Company, or in
other factors that have materially affected or are reasonably likely to
materially affect, these internal controls over financial reporting subsequent
to the evaluation date.

                                      -17-
**PART II
                                OTHER INFORMATION**Item 1.  Legal Proceedings.

On or about November 13, 2003, we were served with a complaint in the matter of
Pre Employment Screening, Inc. et. al. v. Quick Med Technologies, Inc., Cause
No. 03AC26803-2 (Circuit Court, State of Missouri, County of St. Louis). The
plaintiffs alleged violations of 47 United States Code, Section 227, and sought
damages totaling $12,000. The parties subsequently reached an amicable
settlement. As a result, on or about January 28, 2004, an Order was entered by
the Court dismissing this action with prejudice at plaintiff's costs.

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.  Changes in Securities and Use of Proceeds

On November 21, 2003, we sold 1,400,000 shares of our common stock to Michael
Granito, our Chairman of the Board, for a price of $0.25 per share or in
aggregate of $350,000 in cash. We relied upon Section 4(2) of the Securities Act
of 1933, as amended ("Securities Act") for the offer and sale. We believed that
Section 4(2) was available because the offer and sale did not involve a public
offering and there was no general solicitation or general advertising involved
in the offer or sale. We placed restrictive legends on the stock certificates
representing the shares issued to Mr. Granito stating that the securities were
not registered under the Securities Act and were subject to restrictions on
their transferability and sale.

On the first of each month beginning September 2003, we issued 10,000 shares per
month to Natasha Sorobey. At December 31, 2003, we issued a total of 40,000
shares of our common stock to Natasha Sorobey in payment for consulting services
rendered to us by Ms. Sorobey. The shares issued to Natasha Sorobey were valued
at a price of $0.25 per share, or an aggregate price of $10,000. We relied upon
Section 4(2) of the Securities Act for the offer and sale. We believed that
Section 4(2) was available because the offer and sale did not involve a public
offering and there was no general solicitation or general advertising involved
in the offer or sale. We placed restrictive legends on the stock certificates
representing the shares issued to Ms. Sorobey stating that the securities were
not registered under the Securities Act and were subject to restrictions on
their transferability and sale.

On October 10, 2003, we issued 57,501 shares of our common stock to Nam Nguyen
in payment for accounting services rendered to us by Mr. Nguyen. The shares
issued to Nam Nguyen were valued at a price of $0.25 per share, or an aggregate
price of $14,375. We relied upon Section 4(2) of the Securities Act for the
offer and sale. We believed that Section 4(2) was available because the offer
and sale did not involve a public offering and there was no general solicitation
or general advertising involved in the offer or sale. We placed restrictive
legends on the stock certificates representing the shares issued to Mr. Nguyen
stating that the securities were not registered under the Securities Act and
were subject to restrictions on their transferability and sale.

On September 25, 2003, we issued 50,000 shares of our common stock to Investors
Relations Group, Inc. in exchange for approximately $27,000 which we owed to
Investors Relations Group, Inc. for services rendered to us. The shares issued
to Investor Relations Group, Inc. were valued at a price of $0.54 per share, or
an aggregate price of approximately $27,000. We relied upon Section 4(2) of the
Securities Act for the offer and sale. We believed that Section 4(2) was
available because the offer and sale did not involve a public offering and there
was no general solicitation or general advertising involved in the offer or
sale. We placed restrictive legends on the stock certificates representing the
shares issued to Investor Relations Group Inc. stating that the securities were
not registered under the Securities Act and were subject to restrictions on
their transferability and sale.

                                      -18-

On September 24, 2003, we issued 44,422 shares of our common stock to Dorothy
Lerner, a shareholder and our Chief Executive Officer's mother, in return for
$11,105 [including principal and interest] which we owed to Ms. Lerner for
monies which we borrowed from Ms. Lerner. The shares issued to Ms. Lerner were
valued at a price of $0.25 per share, or an aggregate price of $11,105. We
relied upon Section 4(2) of the Securities Act for the offer and sale. We
believed that Section 4(2) was available because the offer and sale did not
involve a public offering and there was no general solicitation or general
advertising involved in the offer or sale. We placed restrictive legends on the
stock certificates representing the shares issued to Ms. Lerner stating that the
securities were not registered under the Securities Act and were subject to
restrictions on their transferability and sale.

On September 12, 2003, we sold 1,000,000 shares of our common stock to Michael
Granito, our Chairman of the Board, for a price of $0.25 per share or in
aggregate of $250,000 in cash. We relied upon Section 4(2) of the Securities Act
for the offer and sale. We believed that Section 4(2) was available because the
offer and sale did not involve a public offering and there was no general
solicitation or general advertising involved in the offer or sale. We placed
restrictive legends on the stock certificates representing the shares issued to
Mr. Granito stating that the securities were not registered under the Securities
Act and were subject to restrictions on their transferability and sale.

On July 24, 2003, we issued 35,000 shares of our common stock to Steven Gulyas
in payment for consulting services rendered to us by Mr. Gulyas. The shares
issued to Steven Gulyas were valued at a price of $0.55 per share, or an
aggregate price of $19,250. We relied upon Section 4(2) of the Securities Act
for the offer and sale. We believed that Section 4(2) was available because the
offer and sale did not involve a public offering and there was no general
solicitation or general advertising involved in the offer or sale. We placed
restrictive legends on the stock certificates representing the shares issued to
Mr. Gulyas stating that the securities were not registered under the Securities
Act and were subject to restrictions on their transferability and sale.

On July 24, 2003, we issued 26,000 shares of our common stock to Peter Barton
Hutt in return for his service as a member of our Board of Directors. The shares
issued to Peter Hutt were valued at a price of $0.55 per share, or an aggregate
price of $14,300. We relied upon Section 4(2) of the Securities Act for the
offer and sale. We believed that Section 4(2) was available because the offer
and sale did not involve a public offering and there was no general solicitation
or general advertising involved in the offer and sale. We placed restrictive
legends on the stock certificates representing the shares issued to Peter Barton
Hutt stating that the securities were not registered under the Securities Act
and were subject to restrictions on their transferability and sale.

In July 24, 2003, the Company issued 26,000 shares of our common stock to
Gregory Schultz in return for his services as a member of our Board of
Directors. The shares issued to Gregory Schultz were valued at a price of $0.55
per share, or an aggregate price of $14,300. We relied upon Section 4(2) of the
Securities Act for the offer and sale. We believed that Section 4(2) was
available because the offer and sale did not involve a public offering and there
was no general solicitation or general advertising involved in the offer or
sale. We placed restrictive legends on the stock certificates representing the
shares issued to Mr. Schultz stating that the securities were not registered
under the Securities Act and were subject to restrictions on their
transferability and sale.

On July 24, 2003, we issued 29,000 shares or our common stock to Major General
George Friel (Retired) in return for his service as a member of our Board of
Directors. The shares issued to George Friel were valued at a price of $0.55 per
share, or an aggregate price of $15,950. We relied upon Section 4(2) of the
Securities Act for the offer and sale. We believed that Section 4(2) was
available because the offer and sale did not involve a public offering and there
was no general solicitation or general advertising involved in the offer or
sale. We placed restrictive legends on the stock certificates representing the
shares issued to Major General George Friel stating that the securities were not
registered under the Securities Act and were subject to restrictions on their
transferability and sale.

                                      -19-

On July 24, 2003, we issued 26,000 shares of our common stock to our then
Director, Michael Karsch, in return for his service as a member of our Board of
Directors. The shares issued to Michael Karsch were valued at a price of $0.55
per share, or an aggregate price of $14,300. We relied upon Section 4(2) of the
Securities Act for the sale. We relied upon Section 4(2) of the Securities Act
for the offer and sale. We believed that Section 4(2) was available because the
offer and sale did not involve a public offering and there was no general
solicitation or general advertising involved in the offer or sale. We placed
restrictive legends on the stock certificates representing the shares issued to
Mr. Karsch stating that the securities were not registered under the Securities
Act and were subject to restrictions on their transferability and sale.

On July 24, 2003, we issued 29,000 shares of our common stock to Gerald Olderman
in return for his service as a member of our Board of Directors. The shares
issued to Gerald Olderman were valued at a price of $0.55 per share, or an
aggregate price of $15,950. We relied upon Section 4(2) of the Securities Act
for the sale. We relied upon Section 4(2) of the Securities Act for the offer
and sale. We believed that Section 4(2) was available because the offer and sale
did not involve a public offering and there was no general solicitation or
general advertising involved in the offer or sale. We placed restrictive legends
on the stock certificates representing the shares issued to Mr. Olderman stating
that the securities were not registered under the Securities Act and were
subject to restrictions on their transferability and sale.

On July 24, 2003, we issued 29,000 shares of our common stock Lieutenant General
Paul Cerjan (Retired) in return for his service as a member of our Board of
Directors. The shares issued to Paul Cerjan were valued at a price of $0.55 per
share, or an aggregate price of $15,950. We relied upon Section 4(2) of the
Securities Act for the offer and sale. We believed that Section 4(2) was
available because the offer and sale did not involve a public offering and there
was no general solicitation or general advertising involved in the offer or
sale. We placed restrictive legends on the stock certificates representing the
shares issued to Lieutenant General Paul Cerjan stating that the securities were
not registered under the Securities Act and were subject to restrictions on
their transferability and sale.

On July 24, 2003, we issued 29,000 shares of our common stock to Michael Granito
in return for his service as our Chairman of the board. The shares issued to
Michael Granito were valued at a price of $0.55 per share, or an aggregate price
of $15,950. We relied upon Section 4(2) of the Securities Act for the offer and
sale. We believed that Section 4(2) was available because the offer and sale did
not involve a public offering and there was no general solicitation or general
advertising involved in the offer and sale. We placed restrictive legends on the
stock certificates representing the shares issued to Mr. Granito stating that
the securities were not registered under the Securities Act and were subject to
restrictions on their transferability and sale.

On July 24, 2003, we issued 29,000 shares of our common stock to David Lerner in
return for his service as our President and a member of our Board of Directors.
The shares issued to David Lerner were valued at a price of $0.55 per share, or
an aggregate price of $15,950. We relied upon Section 4(2) of the Securities Act
for the offer and sale. We believed that Section 4(2) was available because the
offer and sale did not involve a public offering and there was no general
solicitation or general advertising involved in the offer or sale. We placed
restrictive legends on the stock certificates representing the shares issued to
Mr. Lerner stating that the securities were not registered under the Securities
Act and were subject to restrictions on their transferability and sale.

                                      -20-
Item 3.  Defaults Upon Senior Securities

         None.

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

         None

Item 5.  Other Information.

On September 30th, the Company accepted the resignation and removed our then
general counsel and director Michael Karsch from office after learning that he
had been indicted that day on alleged violations unrelated to the Company. The
Company concurrently obtained independent outside counsel to review certain
transactions relating to a dispute we had with Euro Atlantic Capital LLC ("EAC"
or "Euro") in which Mr. Karsch had been involved as our general counsel. After
its preliminary review of the matter, the Company notified the SEC's staff of
its concerns, filed a Form 8-K on November 3, 2003, and commenced an internal
investigation. The Company's internal investigation has now been substantially
completed, notwithstanding the fact that certain individuals outside of the
Company and entities unaffiliated with the Company have refused to cooperate
with the Company's requests for relevant information and documents concerning
these transactions. The Company intends to continue its review of this matter
and will continue to cooperate with the SEC and other regulatory agencies in
their investigation of the same.

As previously disclosed, in May 2000, Quick-Med (then a privately held company)
entered into a letter of intent ("LOI") with EAC, a "merchant banking and
corporate finance firm," to assist in merging Quick-Med with a public shell
company. Pursuant to the LOI, EAC subsequently arranged for Quick-Med to be
merged into AAI, a "blank check" company. In connection with providing these
services, parties subsequently agreed that EAC and its investors were to acquire
all of AAI's free-trading shares, which shares were initially registered for
sale by AAI on a Form SB-2 registration statement that was filed with the SEC on
or about July 14, 2000 and was declared effective by the SEC on or about
September 19, 2000.

AAI's Form SB-2 registration statement originally disclosed that the proceeds
from its IPO (totaling $125,000) were to be placed by AAI in an escrow account
at City National Bank, along with the related AAI stock certificates that were
to be issued in the names of the IPO purchasers. Although AAI's IPO purportedly
closed on or about November 28, 2000, AAI failed to utilize any such escrow
account at City National Bank during the IPO. Subsequently, in or about December
2001, AAI filed a Form 10-QSB/A for the period ended December 31, 2000,
disclosing that the monies purportedly raised in its IPO were "on deposit in the
trust account of Martin & Adams, PLLC, a Washington, D.C. law firm which held
the funds on behalf of EAC." It was further disclosed in the filing that, "Euro
received no commissions or other compensation for raising these funds, and [was]
one of the investors in the offering."

On or about March 21, 2001, prior to completing our merger with AAI, Quick-Med
entered into a financing agreement with EAC. Among other things, EAC agreed to
assist Quick-Med in becoming a public company through a reverse merger with a
public shell, it agreed to assist the Company in developing a public trading
market for our common stock, and it agreed to assist in raising $2,000,000 for
the Company through the sale of our stock in a private placement. In return, EAC
(and its affiliates) were to receive up to 2,500,000 of the (post merger)
free-trading shares that were offered in AAI's IPO.

On or about July 17, 2001, EAC and the Company entered into an amended financing
agreement, pursuant to which EAC agreed to assist the Company in raising a total
of $4,500,000 of additional equity capital.

On or about November 26, 2001, EAC and the Company entered into a second
amendment to the original financing agreement with EAC. Pursuant to the second
amendment, EAC agreed to, among other things, provide Quick-Med with an interim
funding facility totaling a maximum of $500,000 commencing 30 days after the
filing of a post-effective amendment to AAI's Form SB-2 registration statement.
Additionally, the second amendment contained the following terms: "EAC and its
investors will receive free 2,500,000 free trading common shares subscribed for
in a public company shell for arranging the RTO/Merger of Quick-Med into this
shell and for providing financing of $4,500,000 in two tranches. At the
completion of this funding, EAC will receive 1,000,000 restricted shares."

                                      -21-

EAC further agreed to deposit 1,000,000 of its free trading shares into an
escrow or trust account to be released upon completion of the initial $2,000,000
tranche of financing. The second amendment also provided that "EAC will manage
and control the filing process and QMT will make all appropriate efforts to
assist in the immediate filing of Post Effective Amendment No. 4 by 12/07/01."

Subsequent to entering into the November 26, 2001 financing agreement, EAC
advised the Company that they would not escrow any of their purportedly free
trading shares of AAI's common stock, and that they would not agree to raise
more than $2,000,000 for the Company. These modifications were thereafter set
forth in a written document that was dated as of November 26, 2001 (and filed
with the SEC on about January 8, 2002 as Exhibit 10.4 to Post-Effective
Amendment No. 4 to AAI's SB-2 registration statement).

Subsequently, EAC defaulted on its commitment to raise the $2,000,000 in
proceeds for the Company. Although the Company continued to seek funding from
EAC that was previously agreed upon, EAC has refused to honor those commitments.
In addition, the Company has reasons to believe that EAC never placed any of its
purportedly free trading shares of our common stock on deposit in any escrow or
trust account, but instead sold the vast majority of shares it owned and/or
controlled in the secondary market.

Transfer agent records obtained during the internal investigation indicate that
substantially all of the 2,500,000 shares of common stock issued by AAI in
connection with its IPO were acquired (directly or indirectly) by Euro and/or
its affiliates (including its officers and employees, their family members, and
certain entities associated with these individuals).

The internal investigation found that Quick-Med, its officers and directors
received and acted in reasonable reliance upon legal advice and guidance from
its former general counsel and indirectly from outside legal counsel on these,
as well as other, corporate and securities related matters. Accordingly, the
internal investigation concluded that no action should be taken against any of
the Company's current officers and/or directors. However, as a result of the
internal investigation, the Company intends to further review this matter to
determine whether any cause of action should be instituted against the other
individuals and/or entities who were involved in arranging, facilitating or
reviewing these transactions. No assurance can be given that any such action
will be filed in the future, or that, if such an action is filed, it would
result in a monetary judgment that could be ultimately collected upon by the
Company. Moreover, if any such action were to be filed, the Company would most
likely have to expend significant resources in prosecuting its claims, which
would have a materially adverse affect on the Company financial condition and
future results of operations.

The Company intends to continue its regular and ordinary business activities and
will continue to take any corrective actions deemed necessary to ensure
accurate, timely and appropriate disclosure is made regarding all of its
material transactions. The Company believes that, at this time, appropriate
regulatory agencies are reviewing the above matter. The Company intends to
continue cooperating with these agencies in connection with their
investigations. No assurance can be given that these continuing investigations
and any other corrective actions taken will not have a materially adverse effect
on our future business operations and financial condition.

                                      -22-
Item 6.  Exhibits and Reports on Form 8-KExhibits

2.1     Merger Agreement dated March 19, 2001 between Above Average Investments
        Ltd. and Quick-Med Technologies, Inc. (1)
2.2     Amendment to Merger Agreement (1)
3.1     Articles of Incorporation (1)
3.2     Bylaws (1)
10.1    Quick-Med Technologies' MMP License Agreement (1)
10.2    Quick-Med Technologies Stock Option Plan (1)
10.3    Cooperative Research and Development Agreement - The U.S. Army Medical
        Research Institute of Chemical Defense (1)
10.4    Financing Agreement - Euro Atlantic Capital Corporation (1)
10.5    Consulting Agreement - Gregory Schultz (1)
10.5.1  Consulting Agreement - Christopher T. Batich (1)
10.5.2  Consulting Agreement - Bruce Mast (1)
10.5.3  Consulting Agreement - William Toreki (1)
10.6    Note issued to Michael R. Granito by Quick-Med Technologies (1)
10.7    Employment Agreement - Gerard Bencen (1)
10.8    Research and Development Agreement - The Collaborative Group (2)
10.9    Agreement Between Noville and Quick-Med Technologies, Inc. (3)
31.1    Section 302 Certification
32.1    Certification Pursuant to 18 U.S.C. Section 1350, as adopted pursuant
           to Section 906 of the Sarbanes-Oxley Act of 2002
99.3    Assignment of Patent for Wound Care (1)
99.4    Assignment of Patent for Mustard Gas (1)
99.5    Assignment of Patent for Anti-wrinkle cream (1)
-------------
(1) Incorporated by reference to the Company's registration statement on Form
SB-2 (file no. 333-41672)
(2) Incorporated by reference to the Company's Annual Report on Form 10-KSB for
the year ended September 30, 2002
(3) Incorporated by reference to the Company's Annual Report on Form 10-QSB for
the three month period ended September 30, 2003.

Reports in Form 8-K

Not Applicable

                                      -23-
**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.

Date: February 17, 2004                          Quick-Med Technologies, Inc.

                                                 By: /s/ David S. Lerner
                                                 David S. Lerner, President

                                      -24-
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