-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, GdBdjCd7tNOU/bdlUCTDPZfNZNaSnzQEpSJjU5qg3tQrQCxTs5AN6PVix9zvql1p IqsDG8uulOkZhclBWjR8Kg== 0000919574-04-003489.txt : 20041206 0000919574-04-003489.hdr.sgml : 20041206 20041206111808 ACCESSION NUMBER: 0000919574-04-003489 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20041206 DATE AS OF CHANGE: 20041206 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUICK MED TECHNOLOGIES INC CENTRAL INDEX KEY: 0001088206 STANDARD INDUSTRIAL CLASSIFICATION: PHARMACEUTICAL PREPARATIONS [2834] IRS NUMBER: 980204736 STATE OF INCORPORATION: NV FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-80189 FILM NUMBER: 041185519 BUSINESS ADDRESS: STREET 1: 3427 SW 42ND WAY CITY: GAINEVILLE STATE: FL ZIP: 32608 BUSINESS PHONE: 3523790611 MAIL ADDRESS: STREET 1: 3427 SW 42ND WAY CITY: GAINEVILLE STATE: FL ZIP: 32608 FORMER COMPANY: FORMER CONFORMED NAME: ABOVE AVERAGE INVESTMENTS LTD DATE OF NAME CHANGE: 19990608 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PHRONESIS PARTNERS L P CENTRAL INDEX KEY: 0000937074 IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 180 EAST BROAD STREET STREET 2: SUITE 1704 CITY: COLUMBUS STATE: OH ZIP: 43215 BUSINESS PHONE: 6142243800 MAIL ADDRESS: STREET 1: 180 EAST BROAD STREET STREET 2: SUITE 1704 CITY: COLUMBUS STATE: OH ZIP: 43215 SC 13D 1 d530421_13d.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------------- SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. ) Quick-Med Technologies, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $0.0001 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 74837Q106 - -------------------------------------------------------------------------------- (CUSIP Number) James E. Wiggins 180 East Broad Street, Suite 1704 Columbus, Ohio 43215 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 30, 2004 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent. - ---------- (1) The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 74837Q106 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Phronesis Partners, L.P. 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* WC 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION Delaware NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 7,500,000 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 7,500,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,500,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.7% 14. TYPE OF REPORTING PERSON* PN *SEE INSTRUCTIONS BEFORE FILLING OUT! CUSIP No. 74837Q106 --------------------- 1. NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James E. Wiggins 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_] (b) [x] 3. SEC USE ONLY 4. SOURCE OF FUNDS* AF 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) [_] 6. CITIZENSHIP OR PLACE OF ORGANIZATION United States NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON 7. SOLE VOTING POWER 0 8. SHARED VOTING POWER 7,500,000 9. SOLE DISPOSITIVE POWER 0 10. SHARED DISPOSITIVE POWER 7,500,000 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 7,500,000 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 35.7% 14. TYPE OF REPORTING PERSON* IN CUSIP No. 74837Q106 --------------------- - -------------------------------------------------------------------------------- Item 1. Security and Issuer. Quick-Med Technologies, Inc. (the "Issuer"), Common Stock, $0.0001 par value (the "Shares") The address of the issuer is 401 N.E. 25th Terrace, Boca Raton, Florida 33431. - -------------------------------------------------------------------------------- Item 2. Identity and Background. (a-c,f) This Schedule 13D is being filed by Phronesis Partners, L.P. (the "Partnership") and James E. Wiggins, the general partner of the Partnership (each of the Partnership and James E. Wiggins may be referred to herein as a "Reporting Person" and collectively may be referred to as "Reporting Persons"). The Partnership is a Delaware limited partnership and James E. Wiggins is a United States citizen. The principal business address for the Partnership and James E. Wiggins is 180 East Broad Street, Suite 1704, Columbus, Ohio 43215. (d) James E. Wiggins has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) None of the Reporting Persons have, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding were or are subject to a judgement, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, Federal or state securities laws or finding any violation with respect to such laws. - -------------------------------------------------------------------------------- Item 3. Source and Amount of Funds or Other Consideration. As of the date hereof the Phronesis Partners, L.P. may be deemed to beneficially own 7,500,000 Shares. As of the date hereof James E. Wiggins may be deemed to beneficially own 7,500,000 Shares. The purchase price for the Shares was approximately $1 million. The funds used for the acquisition of the Shares came from the working capital of the Partnership. - -------------------------------------------------------------------------------- Item 4. Purpose of Transaction. The Shares held by the Reporting Persons were acquired for, and are being held for, investment purposes only. The acquisitions of the Shares were made in the ordinary course of the Reporting Persons' business or investment activities, as the case may be. The Reporting Persons have no plan or proposal which relates to, or would result in, any of the actions enumerated in Item 4 of the instructions to Schedule 13D. - -------------------------------------------------------------------------------- Item 5. Interest in Securities of the Issuer. (a, b) As of the date hereof, Phronesis Partners, L.P. may be deemed to be the beneficial owner of 7,500,000 Shares, constituting 35.7% of the Shares of the Issuer, based upon the 21,030,068 Shares outstanding as of November 15, 2004, the date of the Issuer's most recent 10-Q.* Phronesis Partners, L.P. has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 7,500,000 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 7,500,000 Shares. (a, b) As of the date hereof, James E. Wiggins may be deemed to be the beneficial owner of 7,500,000 Shares, constituting 35.7% of the Shares of the Issuer, based upon the 21,030,068 Shares outstanding as of November 15, 2004, the date of the Issuer's most recent 10-Q.* James E. Wiggins has the sole power to vote or direct the vote of 0 Shares; has the shared power to vote or direct the vote of 7,500,000 Shares; has sole power to dispose or direct the disposition of 0 Shares; and has shared power to dispose or direct the disposition of 7,500,000 Shares. James E. Wiggins specifically disclaims beneficial ownership in the Shares reported herein except to the extent of its pecuniary interest therein. (c) The trading dates, number of Shares purchased and sold and price per share for all transactions in the Shares by the Reporting Persons are set forth in Exhibit B. - --------- * The number of Shares outstanding reflects warrants held by the Reporting Persons. - -------------------------------------------------------------------------------- Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. N/A. - -------------------------------------------------------------------------------- Item 7. Material to be Filed as Exhibits. Exhibit A: Agreement between the Reporting Persons to file jointly Exhibit B: Schedule of Transactions in the Shares of the Issuer SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Phronesis Partners, L.P. By: James E. Wiggins, General Partner By: /s/ James E. Wiggins - ------------------------ /s/ James E. Wiggins - --------------------- James E. Wiggins December 1, 2004 Attention. Intentional misstatements or omissions of fact constitute federal criminal violations (see 18 U.S.C. 1001). Exhibit A AGREEMENT The undersigned agree that this Schedule 13D dated December 3, 2004 relating to the Common Stock, $0.0001 par value of Quick-Med Technologies, Inc. shall be filed on behalf of the undersigned. Phronesis Partners, L.P. By: James E. Wiggins, General Partner By: /s/ James E. Wiggins - ------------------------ /s/ James E. Wiggins - --------------------- James E. Wiggins December 3, 2004 Exhibit B Transactions in the Shares TRANSACTIONS BY PHRONESIS PARTNERS, L.P. Date of Number of Shares Transaction Purchase/(Sold) Price of Shares ----------- --------------- --------------- 11/30/04 5,000,000 Shares and The Shares were purchased in a 2,500,000 warrants private transaction at a price of $0.20 per Share and no separate consideration was paid for the warrants. 00532.0001 #530421 -----END PRIVACY-ENHANCED MESSAGE-----