SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

         (Mark One)

             [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                      THE SECURITIES EXCHANGE ACT OF 1934.

                  For the quarterly period ended June 30, 2002

                                       OR

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

             For the transition period from           to
                                            ----------    ----------

         Commission file number 0-21846

                              AETHLON MEDICAL, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)


                    NEVADA                                13-3632859
            ----------------------                  ----------------------
         State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)               Identification No.)



         7825 FAY AVENUE, SUITE 200, LA  JOLLA, CA               92037
         -----------------------------------------             ---------
         (Address of principal executive offices)              (Zip Code)


                                   (858) 456-5777
                                   ---------------
                 (Registrant's telephone number, including area code)

Indicate  by check  mark  whether  the  registrant:  (1) has filed  all  reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes        No   X .
                                             ----        ----

The number of shares of common stock of the registrant outstanding as of
June 30, 2002 was 5,360,821.




<PAGE>



PART I.    FINANCIAL INFORMATION

ITEM 1.    Condensed Consolidated Financial Statements                     3

           Condensed Consolidated Balance Sheets at June 30, 2002
           (unaudited) and March 31, 2002                                  3

           Condensed Consolidated Statements of Operations (unaudited)
           for the three months ended June 30, 2002 and June 30, 2001      4

           Condensed Consolidated Statements of Cash Flows (unaudited)
           for the three months ended June 30, 2002 and June 30, 2001      5

           Notes to Condensed Consolidated Financial Statements            7

ITEM 2.    Management's Discussion and Analysis or Plan of Operation      11



PART II.   OTHER INFORMATION

ITEM 1.    Legal Proceedings                                              13

ITEM 2.    Changes in Securities                                          13

ITEM 3.    Defaults Upon Senior Securities                                13

ITEM 4.    Submission of Matters to a Vote of Security Holders            13

ITEM 5.    Other Information                                              13

ITEM 6.    Exhibits and Reports on Form 8-K                               13


SIGNATURES                                                                14

                                       2
<PAGE>

PART I

FINANCIAL INFORMATION

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
--------------------------------------------------------------------------------

                     AETHLON MEDICAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                        June 30, 2002 and March 31, 2002
--------------------------------------------------------------------------------

                                               June 30,           March 31,
                                                 2002               2002
                                              (Unaudited)
                                             -------------     -------------

                                     ASSETS

Current Assets
     Cash                                    $       507       $    10,667
     Prepaid expenses                             94,540           140,788
                                             -------------     -------------
                                                  95,047           151,455

Furniture and Equipment, net                      31,717            37,182
Patents and Patents Pending, net                 568,099           560,790
Employment Contract, net                         190,419           222,156
Other Assets                                       1,955             1,955
                                             -------------     -------------

                                             $   887,237       $   973,538
                                             =============     =============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
     Accounts payable and accrued
       liabilities                           $ 1,100,926       $ 1,160,219
     Due to related parties                    1,172,573         1,073,355
     Notes payable                               472,500           572,500
     Convertible notes payable                   445,000           365,000
                                             -------------     -------------
                                               3,190,999         3,171,074

Commitments and Contingencies

Stockholders' Deficit
     Common stock,  par value $0.001 per
         share;  25,000,000  shares
         authorized; 5,360,821 and 5,170,697
         shares issued and outstanding
         at June 30, 2002 and March 31, 2002,
         respectively                              5,361             5,171
     Additional paid-in capital                7,708,847         7,391,382
     Stock options and warrants                3,546,596         3,571,310
     Deficit accumulated during
         development stage                   (13,564,566)      (13,165,399)
                                             -------------     -------------

                                              (2,303,762)       (2,197,536)
                                             -------------     -------------

                                             $   887,237       $   973,538
                                             =============     =============


The accompanying notes are an integral part of these condensed consolidated
financial statements.

                                       3
<PAGE>


--------------------------------------------------------------------------------

                     AETHLON MEDICAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                  For the Three Months Ended June 30, 2002 and
                    2001 and For the Period January 31, 1984
                        (Inception) Through June 30, 2002

--------------------------------------------------------------------------------

                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                     January 31,
                                                Three Months      Three Months          1984
                                                   Ended             Ended           (Inception)
                                                  June 30,          June 30,           Through
                                                    2002              2001          June 30, 2002
                                             ----------------   ----------------   ----------------
<S>                                         <C>               <C>                 <C>

REVENUES
     Grant income                            $          -       $         -        $   1,424,012
     Subcontract income                                 -                 -               73,746
     Sale of research and development                   -                 -               35,810
                                             ----------------   ----------------   ----------------
                                                        -                 -            1,533,568

EXPENSES
     Personnel                                    133,442           118,377            4,736,855
     Professional fees                            110,347           231,238            2,776,237
     Other amortization                            35,414            75,419              384,405
     Rent                                          16,030            20,622              689,923
     Depreciation                                   5,465             6,930              179,914
     Amortization of goodwill                           -                 -               99,692
     Impairment of goodwill                             -                 -              897,227
     Other expenses                                16,826            53,609            1,637,445
                                             ----------------   ----------------   ----------------
                                                  317,524           506,195           11,401,698

OTHER EXPENSE (INCOME)
     Interest and other debt expenses              83,259           153,387            3,577,860
     Other charges                                      -                 -              211,758
     Other income                                  (1,616)                -              (75,767)
     Interest income                                    -                 -              (17,415)
                                             ----------------   ----------------   ----------------
                                                   81,643           153,387            3,696,436
                                             ----------------   ----------------   ----------------

NET LOSS BEFORE PROVISION FOR
  INCOME TAXES                                   (399,167)         (659,582)         (13,564,566)

PROVISION FOR INCOME TAXES                              -                 -                  -
                                             ----------------   ----------------   ----------------

NET LOSS                                     $   (399,167)      $  (659,582)       $  (13,564,566)
                                             ================   ================   ================


BASIC AND DILUTED LOSS PER
  COMMON SHARE                               $     (0.08)       $    (0.19)
                                             ================   ================

WEIGHTED AVERAGE NUMBER OF
  COMMON SHARES
  OUTSTANDING                                   5,234,072         3,417,029
                                             ================   ================

The accompanying notes are an integral part of these condensed consolidated financial statements.

</TABLE>



                                       4

<PAGE>


--------------------------------------------------------------------------------

                     AETHLON MEDICAL, INC. AND SUBSIDIARIES
                         (A Development Stage Company)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  For the Three  Months Ended June 30, 2002 and
               2001  and  For  the   Period   January   31,   1984
                       (Inception) Through June 30, 2002
--------------------------------------------------------------------------------


                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                               January 31,
                                                                                                  1984
                                                        Three Months       Three Months        (Inception)
                                                           Ended              Ended              Through
                                                          June 30,           June 30,            June 30,
                                                            2002               2001                2002
                                                      ----------------   ----------------   ----------------
<S>                                                 <C>                  <C>               <C>

CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                              $    (399,167)     $    (659,582)     $ (13,564,566)
Adjustments to reconcile net loss to net cash
   used in operating activities:
     Depreciation and amortization                           40,879             82,349            664,011
     Gain on sale of furniture and equipment                     -                  -             (13,065)
     Interest and debt expenses related to
         warrants                                           (24,714)            92,728          2,590,022
     Common stock, warrants and options issued
         for services                                        40,385             16,000          1,911,819
     Beneficial conversion feature of convertible
         notes payable                                       80,000                 -             415,000
     Impairment of goodwill                                      -                  -             897,227
     Deferred compensation forgiven                              -                  -             217,223
     Changes in operating assets and liabilities:
         Prepaid expenses                                     5,863              7,245             26,612
         Other assets                                            -                  -              (1,955)
         Accounts payable and accrued liabilities            78,362             37,763          1,238,581
         Due to related parties                              99,218            (64,923)         1,172,573
                                                      ----------------   ----------------   ----------------
Net cash used in operating activities                       (79,174)          (488,420)        (4,446,518)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of furniture and equipment                           -             (30,804)          (208,186)
Acquisition of patents and patents pending                  (10,986)           (19,597)          (314,785)
Proceeds from sale of furniture and equipment                    -                  -              17,065
Cash of acquired company                                         -                  -              10,728
                                                      ----------------   ----------------   ----------------

Net cash used in investing activities                       (10,986)           (50,401)          (495,178)

                                               (continued)

                                       5

The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>


<PAGE>
--------------------------------------------------------------------------------

                     AETHLON MEDICAL, INC. AND SUBSIDIARIES
                         (A Development Stage Company)
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                  For the Three  Months Ended June 30, 2002 and
               2001  and  For  the   Period   January   31,   1984
                       (Inception) Through June 30, 2002
--------------------------------------------------------------------------------

                                 (Unaudited)

<TABLE>
<CAPTION>

                                                                                              January 31,
                                                                                                 1984
                                                        Three Months     Three Months        (Inception)
                                                           Ended             Ended              Through
                                                          June 30,         June 30,            June 30,
                                                            2002             2001                2002
                                                      ----------------   ----------------   ----------------
<S>                                                  <C>               <C>                 <C>

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable               $     105,000      $        -         $   2,043,000
Principal payments in notes payable                         (25,000)              -               (25,000)
Net proceeds from issuance of common stock                       -            689,264           2,924,203
                                                      ----------------   ----------------   ----------------

Net cash provided by financing activities                    80,000           689,264           4,942,203
                                                      ----------------   ----------------   ----------------

NET (DECREASE) INCREASE IN CASH                             (10,160)          150,443                 507

CASH - beginning of period                                   10,667             6,058                  -
                                                      ----------------   ----------------   ----------------

CASH - end of period                                  $         507      $    156,501       $         507
                                                      ===============    ================   ================

The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>




                                       6
<PAGE>



--------------------------------------------------------------------------------

                     AETHLON MEDICAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  June 30, 2002

--------------------------------------------------------------------------------


NOTE 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

       Aethlon  Medical,  Inc.  (the  "Company")  engages  in the  research  and
development  of a medical  device  known as the  Hemopurifier(TM)  that  removes
harmful  substances from the blood.  The Company is in the development  stage on
the Hemopurifier and significant  research and testing are still needed to reach
commercial  viability.  Any  resulting  medical  device or process  will require
approval by the U.S. Food and Drug Administration  ("FDA"),  and the Company has
not yet begun  efforts  to obtain  FDA  approval  on its  current  lead  product
candidate,  which may take several  years.  Since many of the Company's  patents
were  issued in the 1980's,  they are  scheduled  to expire in the near  future.
Thus, such patents may expire before FDA approval, if any, is obtained.

       The  Company  is  classified  as a  development  stage  enterprise  under
accounting principles generally accepted in the United States ("GAAP"),  and has
not generated revenues from its principal operations.

       The  Company's  common stock is quoted on the  Over-the-Counter  Bulletin
Board of the National Association of Securities Dealers under the symbol "AEMD".

     The accompanying  unaudited condensed  consolidated financial statements of
Aethlon Medical, Inc. (the "Company") have been prepared in accordance with GAAP
for interim  financial  information  and with the  instructions  to Form 10-QSB.
Accordingly,  they do not include all of the information and footnotes  required
by GAAP for complete  financial  statements.  In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been included.  Operating  results for the  three-month
period ended June 30, 2002 are not  necessarily  indicative  of the results that
may be expected  for the year ending March 31,  2003.  For further  information,
refer to the Company's Annual Report on Form 10-KSB for the year ended March 31,
2002,  which includes audited  financial  statements and footnotes as of and for
the years ended March 31, 2002 and 2001.

NOTE 2.    SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

        The summary of significant  accounting policies of the Company presented
below  is  designed  to  assist  the  reader  in  understanding   the  Company's
consolidated  financial statements.  Such financial statements and related notes
are the  representations  of Company  management,  who is responsible  for their
integrity and  objectivity.  These  accounting  policies  conform to GAAP in all
material  respects,   and  have  been  consistently  applied  in  preparing  the
accompanying condensed consolidated financial statements.

Principles of Consolidation
---------------------------

     The accompanying  condensed  consolidated  financial statements include the
accounts  of  Aethlon  Medical,  Inc.  and its legal  wholly-owned  subsidiaries
Aethlon,  Inc.,  Hemex, Inc. and Cell Activation,  Inc.  ("Cell")  (collectively
hereinafter referred to as the "Company"). All significant intercompany balances
and transactions have been eliminated in consolidation.


                                       7
<PAGE>


Loss per Common Share
---------------------

     Loss per common share is based on the weighted  average number of shares of
common  stock  and  common  stock  equivalents  outstanding  during  the year in
accordance with Statement of Financial  Accounting  Standards No. 128, "Earnings
per Share."

     Securities  that could  potentially  dilute  basic loss per share (prior to
their   conversion,   exercise  or   redemption)   were  not   included  in  the
diluted-loss-per-share computation because their effect is anti-dilutive.

Recent Accounting Pronouncements
--------------------------------

     In July 2001, the FASB issued Statements No. 141, " Business Combinations "
("SFAS 141") and No. 142 "Goodwill and Other  Intangible  Assets"  ("SFAS 142").
SFAS 141 is  effective  for  fiscal  years  beginning  after  June 30,  2001 and
requires that all business combinations be accounted for by the purchase method.
SFAS 142  provides  that all existing  and newly  acquired  goodwill and certain
intangible  assets will no longer be amortized but will be tested for impairment
at least  annually and written down only when impaired.  Additionally,  the FASB
has  recently  issued  Statements  No. 143, "  Accounting  for Asset  Retirement
Obligations  " ("SFAS  143") and No. 144, "  Accounting  for the  Impairment  or
Disposal of  Long-Lived  Assets " ("SFAS  144").  SFAS 143  addresses  financial
accounting  and  reporting for  obligations  associated  with the  retirement of
tangible  long-lived  assets and the associated asset  retirement  costs, and is
effective for financial  statements issued for fiscal years beginning after June
15, 2002. For the  three-month  period ended June 30, 2002, the Company  adopted
SFAS 141, 142 and 144. There was no significant effect on the Company's June 30,
2002 financial  statements.  Management does not expect that the requirements of
SFAS 143 will  have a  significant  impact  on the  Company's  future  financial
statements.

Reclassifications
-----------------

     Certain  reclassification  have  been made to the June 30,  2001  financial
statement presentation to correspond to the June 30, 2002 format.


NOTE 3. DEBT-TO-EQUITY CONVERSION PROGRAM

     In March 2002,  the Company  extended an offer to certain  note holders and
vendors to convert past due amounts into restricted common stock and warrants to
purchase  common stock of the Company.  The offer  entailed  the  conversion  of
liabilities  at a  conversion  of one share and  one-half of a warrant for every
$1.25  converted.  The  warrants  have an exercise  price of $2.00 per share and
expire three years from the date of issuance.

      During  the  quarter  ended  June  30,  2002,  note  holders  and  vendors
representing  liabilities  in the aggregate  amounts of  approximately  $238,000
converted  their debt in exchange for 190,124  shares of Common Stock and 95,061
warrants  to  purchase  common  stock.  Such  warrants  were  valued  using  the


                                       8
<PAGE>

Black-Scholes  option  pricing  model at  approximately  $31,000 for the quarter
ended June 30, 2002. The conversion rate exceeded the estimated  market value of
the Company's common stock.

NOTE 4. NOTES PAYABLE

     At June  30,  2002,  all  outstanding  promissory  notes  in the  aggregate
principal amount of $472,500 were past due and in default.

     On May 31, 2002,  the Company  issued  notes to two  investors in the total
amount of $25,000,  bearing  interest at 10% per annum.  Principal  and interest
thereon became due June 9, 2002 and are now in default.

     The Company is currently seeking other financing arrangements to retire all
past due notes.

NOTE 5. CONVERTIBLE NOTES PAYABLE

     On April 18, 2002, the Company  issued a convertible  note in the amount of
$50,000 to an investor  bearing  interest at 8% per annum,  with  principal  and
interest  thereon  due July 19,  2002.  On May 3,  2002,  the  Company  issued a
convertible  note in the amount of $30,000 to an investor bearing interest a 10%
per annum,  with principal and interest  thereon due June 2, 2002, and is now in
default.

      Both notes may be  converted to common stock of the Company at any time at
the option of the respective  holder.  The conversion price is the lower rate of
$1.25  per  share or the  offering  terms set for any  private  equity  offering
initiated  during  the term of these  notes.  A  beneficial  conversion  feature
approximating $80,000 was recorded during the quarter ended June 30, 2002.

      The Company is seeking other financing arrangements to retire these notes,
should the investors choose not to convert.

NOTE 6. GOING CONCERN AND LIQUIDITY CONSIDERATIONS

     The  accompanying  condensed  consolidated  financial  statements have been
prepared on a going concern basis,  which contemplates the realization of assets
and the  satisfaction  of  liabilities in the ordinary  course of business.  The
Company has  experienced  a loss of  approximately  $13.6 million for the period
from January 31, 1984  (Inception)  through  June 30, 2002.  The Company has not
generated  significant revenue or any profit from operations since inception.  A
substantial  amount of  additional  capital  will be  necessary  to advance  the
development  of the  Company's  products  to the point at which  they may become
commercially  viable.  Such factors  indicate  that the Company may be unable to
continue as a going  concern for a reasonable  period of time.  Management is in
discussions with potential investors to pursue additional capital infusions into
the  Company,  which  management  believes  are  necessary  until such time that
revenues achieve profitability levels.

     The  condensed   consolidated  financial  statements  do  not  include  any
adjustments  relating to the  recoverability  of assets that might be  necessary
should the  Company be unable to  continue  as a going  concern.  The  Company's


                                       9
<PAGE>

continuation  as a going  concern  is  dependent  upon  its  ability  to  obtain
additional  financing as may be required,  and generate  sufficient  revenue and
operated cash flow to meet its obligations on a timely basis.


NOTE 7. COMMITMENTS AND CONTINGENCIES

Registration Rights Agreements
------------------------------

       The Company is obligated under various  agreements to register its common
stock,  including the common stock underlying certain warrants and options.  The
Company is subject to penalties  for failure to register  such  securities,  the
amount of which could be material to the Company's financial condition,  results
of operations and cash flows. The Company filed a registration statement on Form
SB-2 with the  Securities  and Exchange  Commission in December 2000 to register
the  necessary  securities.  However,  such  registration  statement  was  never
declared  effective.  Management is currently  unaware of any  potential  claims
related  to the lack of  registration  and plans to file a revised  registration
statement as cash to fund registration  expenses becomes available.  The Company
may incur additional charges in exchange for further waivers through the date of
an effective registration statement.

Delinquent SEC Filing
---------------------

     The Company's March 31, 2002 Form 10-KSB did not contain certain disclosure
items in its Management's  Discussion and Analysis or Plan or Operation  section
including  Executive  Compensation,  Security  Ownership  of Certain  Beneficial
Owners and Management and Certain Relationships and Related  Transactions.  Such
filing delinquencies  constitute securities laws non-compliance and, among other
actions  enforceable  by the SEC,  could result in  de-listing  of the Company's
common stock from the OTCBB.

In addition, any owners of the Company's restricted securities who are otherwise
eligible to sell such securities under Rule 144 may be temporarily  unable to do
so until such filing delinquencies are cured.


                                       10
<PAGE>



ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Results of Operations
---------------------

     Aethlon Medical is a development stage therapeutic  device company that has
not yet engaged in  significant  commercial  activities.  We are  continuing  to
devote a significant portion of our resources to the advancement of our research
and  development  efforts and are  developing  new treatments for the removal of
targeted  viruses and other  intoxicants from the blood based on our proprietary
Hemopurifier(TM)  platform.  Our main focus  during  fiscal  2002 was to further
advance the  HIV-Hemopurifier,  AEMD-45.

     We  recorded a  consolidated  net loss of $399,167 or $(0.08) per share and
$659,582  or $(0.19)  per share for the  quarters  ended June 30, 2002 and 2001,
respectively.

Consolidated  operating  expenses  were $317,524 for the three months ended June
30, 2002,  versus  $506,195 for the comparable  period in fiscal year 2001. This
decrease in operating  expenses is attributable to decreased  professional fees,
amortization and other expenses partially offset by higher personnel expenses.

     We continue to carefully  control  costs and are pursuing  various  funding
alternatives to support our business plan going forward.

Liquidity and Capital Resources
-------------------------------

     During the fiscal year ended March 31,  2001,  we financed  our  operations
through the private  placement  of  approximately  $1,365,000  of notes  bearing
interest  at 12% per  annum and  convertible  notes in the  amount  of  $395,000
bearing  interest  at 8% per annum.  During  fiscal  2002,  all of the 12% notes
matured, increasing the interest to 15% per annum.

     In March 2002,  the Company  extended an offer to the 12% note  holders and
certain  vendors to convert  past due amounts into  restricted  common stock and
warrants to purchase  common stock of the  Company.  During the year ended March
31, 2002,  note holders and vendors  representing  liabilities  in the aggregate
amount  of  approximately  $1,020,000  converted  their  debt and  approximately
$238,000 in additional liabilities were converted subsequent to year end.

     During  the  fourth  quarter  of  fiscal  year  2001,  we  entered  into  a
Subscription  Agreement under which we received gross proceeds of  approximately
$856,000,  of which $712,000,  net of $44,000 in issuance  costs,  were received
during the first half of fiscal  year 2002.  The  proceeds  were used in part to
fund  operating  expenses  as well as to reduce  existing  accounts  payable and
related party liabilities.

     During  fiscal  year 2002 and the first  quarter of fiscal  year  2003,  we
continued to issue promissory notes and convertible notes totaling $283,000.

     Additional  funds in the  aggregate  amount of $200,000  were  generated in
January and February 2002,  through the exercise of an option to purchase common
stock of the Company by a consultant.


                                       11
<PAGE>


     We expect to raise additional  capital within the next three months to fund
research and development and other activities.

     Our operations to date have consumed substantial capital without generating
revenues,  and we will continue to require  substantial  and increasing  capital
funds to  conduct  necessary  research  and  development  and  pre-clinical  and
clinical  testing  of our  Hemopurifier  products,  and to  market  any of those
products that receive regulatory approval.  We do not expect to generate revenue
from  operations for the  foreseeable  future,  and our ability to meet our cash
obligations  as they  become due and  payable is expected to depend for at least
the next  several  years on our ability to sell  securities,  borrow  funds or a
combination  thereof.  Our future  capital  requirements  will  depend upon many
factors,  including progress with pre-clinical  testing and clinical trials, the
number and breadth of our  programs,  the time and costs  involved in preparing,
filing,   prosecuting,   maintaining  and  enforcing  patent  claims  and  other
proprietary  rights,  the  time  and  costs  involved  in  obtaining  regulatory
approvals,  competing technological and market developments,  and our ability to
establish collaborative  arrangements,  effective  commercialization,  marketing
activities  and other  arrangements.  We expect to continue to incur  increasing
negative cash flows and net losses for the foreseeable future.

     Management does not believe that inflation has had or is likely to have any
material impact on the Company's limited operations.

     At the date of this  report,  we do not have plans to purchase  significant
amounts  of  equipment  or  hire  significant  numbers  of  employees  prior  to
successfully raising additional capital.


FORWARD LOOKING STATEMENTS

     All statements,  other than statements of historical fact, included in this
Form 10-QSB are, or may be deemed to be, "forward-looking statements" within the
meaning  of  Section  27A of  the  Securities  Act of  1933,  as  amended  ("the
Securities  Act"), and Section 21E of the Securities  Exchange Act of 1934 ("the
Exchange Act"). Such forward-looking  statements involve assumptions,  known and
unknown  risks,  uncertainties  and other  factors  which  may cause the  actual
results,  performance,  or achievements of Aethlon Medical, Inc. ("the Company")
to be materially different from any future results, performance, or achievements
expressed or implied by such forward looking  statements  contained in this Form
10-QSB.  Such potential risks and  uncertainties  include,  without  limitation,
completion  of the  Company's  capital-raising  activities,  FDA approval of the
Company's  products,  other  regulations,  patent  protection  of the  Company's
proprietary  technology,  product  liability  exposure,  uncertainty  of  market
acceptance,  competition,  technological change, and other risk factors detailed
herein and in other of the Company's  filings with the  Securities  and Exchange
Commission.  The forward-looking statements are made as of the date of this Form
10-QSB,  and the Company  assumes no  obligation  to update the  forward-looking
statements,  or to update the reasons  actual  results  could  differ from those
projected in such forward-looking statements.


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                                     PART II

                                OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         None

ITEM 2.  CHANGES IN SECURITIES

         The Company issued 190,124  unregistered  shares of common stock during
         the quarter ended June 30, 2002. Such stock,  generally referred to as
         "Rule  144 stock," were  not registered  under  the  Securities  Act of
         1933, as amended, in reliance  upon an  exemption from its registration
         requirements.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         At August 19, 2002, various promissory and convertible notes payable in
         the aggregate  principal  amount of $917,500 have reached  maturity and
         are  past  due.  The  Company  is  currently  seeking  other  financing
         arrangements to retire all past due notes.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         None

ITEM 5.  OTHER INFORMATION

         None

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

         (a) Exhibits. The following documents are filed as part of this report:
         99.1            Certification of the Chief Executive Officer pursuant
                         to 18 U.S.C.ss.1350 as adopted pursuant to Section 906
                         of the Sarbanes-Oxley Act of 2002

         (b) Reports on Form 8-K filed during the quarter ended June 30, 2002.

              None



                                       13
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                                   SIGNATURES

In accordance with the  requirements of the Exchange Act, the registrant  caused
this  report to be  signed on its  behalf  by the  undersigned,  thereunto  duly
authorized.

                                                     AETHLON MEDICAL, INC

Date:  August 19, 2002
                                              By:    /s/ JAMES A. JOYCE
                                                 ---------------------------

                                                    James A. Joyce
                                                    Chairman, President and CEO







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