U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                   FORM 10-QSB


               X     Quarterly Report pursuant to Section 13 or 15(d)
             -----   of the Securities Exchange Act of 1934


                  For the quarterly period ended September 30, 2001

                      Transition Report Under Section 13 or 15(d) of the
             -----    Securities Exchange Act of 1934


                      For the transition period from          To
                                                       -----      ------


                      Commission File Number:               0-17119
                                                          -----------

                            A-Fem Medical Corporation
        -----------------------------------------------------------------
        (exact name of small business issuer as specified in its charter)

                    Nevada                                   33-0202574
     --------------------------------------            -------------------
     (State or other jurisdiction of                     (IRS Employer
     incorporation or organization)                    Identification No.)

                         10180 SW Nimbus Ave., Suite J5
                               Portland, OR 97223
                 ----------------------------------------------
                    (Address of principal executive offices)

                                 (503) 968-8800
                 ----------------------------------------------
                           (Issuer's telephone number)



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
                                                                -----   -----

As of November 8, 2001, the issuer had outstanding 10,221,558 shares of its $.01
par value Common Stock.

Transitional Small Business Disclosure Format: (Check one)   Yes      No  X
                                                                -----   -----


<PAGE>
                         PART I - FINANCIAL INFORMATION

See "Basis of Presentation."

Item 1.  Financial Statements
<TABLE>
<CAPTION>
                            A-Fem Medical Corporation
                                 BALANCE SHEETS
                                                                                          As of
                                                                            September 30,     December 31,
                                                                                 2001             2000
                                                                            -------------    -------------
<S>                                                                         <C>              <C>
ASSETS                                                                       (unaudited)
CURRENT ASSETS:
     Cash and cash equivalents                                               $     12,677     $    $ 5,644
     Accounts receivable                                                              543           10,990
     Other receivables                                                             19,770           17,158
     Inventory                                                                     37,366           41,496
     Prepaids and other                                                            13,129           65,162
                                                                            -------------    -------------
          Total current assets                                                     83,485          140,450

EQUIPMENT, FURNITURE and LEASEHOLDS, at cost                                      986,967        1,044,932
     Less:  accumulated depreciation                                             (698,639)        (681,392)
                                                                            -------------    -------------
                                                                                  288,328          363,540

PATENTS and LICENSES, net                                                          82,423           83,605
                                                                            -------------    -------------
          Total assets                                                       $    454,236     $   $587,595
                                                                            =============    =============
LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)
CURRENT LIABILITIES:
      Short-term notes payable                                               $     48,500     $          0
     Accounts payable                                                             296,687          146,763
     Capital lease obligation                                                       2,028            4,590
     Accrued expenses                                                              54,535           98,084
     Accrued salaries and related liabilities                                     439,264           96,584
      Deferred Income                                                                   0           30,000
    Note payable - related party                                                  400,000          400,000
                                                                            -------------    -------------
          Total current liabilities                                             1,241,014          776,021
                                                                            -------------    -------------

STOCKHOLDERS' EQUITY (DEFICIT):
      Series A Convertible Preferred Stock, $0.01 par value; authorized
        9,750,000 shares; issued 7,492,135 and 7,492,135 shares at
        September 30, 2001 and December 31, 2000, respectively                     74,921           74,921
      Common Stock, $0.01 par value; authorized 75,000,000 shares;
        issued 10,196,558 and 9,596,558 shares at September 30, 2001 and
        December 31, 2000, respectively                                           101,965           95,965
     Warrants issued for Series A Convertible Preferred Stock                   1,893,316        1,893,316
     Warrants issued for common stock                                              76,491           76,491
     Additional paid-in capital                                                18,555,083       18,391,083
     Loan receivable-officers and directors
                                                                                  (52,000)         (52,000)
     Accumulated deficit                                                      (21,436,554)     (20,668,202)
                                                                            -------------    -------------
          Total stockholders' equity (deficit)                                   (786,778)        (188,426)
                                                                            -------------    -------------
          Total liabilities and stockholders' equity (deficit)               $    454,236     $    587,595
                                                                            =============    =============
</TABLE>

The accompanying notes are an integral part of these balance sheets.

                                       2
<PAGE>
<TABLE>
<CAPTION>
                            A-Fem Medical Corporation
                            STATEMENTS OF OPERATIONS
                                   (unaudited)

                                       For The Three Months      For The Nine Months
                                       Ended September 30,       Ended September 30,
                                    -----------  -----------  -----------   -----------
                                        2001         2000         2001          2000
                                    -----------  -----------  -----------   -----------
<S>                                 <C>          <C>          <C>          <C>
Sales, net                             $ 1,986      $ 6,309      $ 9,866      $ 24,706
Cost of sales                           10,488       49,301       80,946       167,222
                                    -----------  -----------  -----------   -----------
               Gross Margin             (8,502)     (42,992)     (71,080)     (142,516)

Operating expenses:
     Research and development           46,498      222,250      209,005       630,942
     Marketing and selling                 718        7,999       14,267        30,206
     General and administrative        128,116      209,674      477,393       628,575
                                    -----------  -----------  -----------   -----------
          Total operating expenses     175,332      439,923      700,665     1,289,723
                                    -----------  -----------  -----------   -----------
Net operating loss                    (183,834)    (482,915)    (771,745)   (1,432,239)

Other income (expense)                  (9,122)      (3,502)       3,393        77,104
                                    -----------  -----------  -----------   -----------
Net loss                              (192,956)    (486,417)    (768,352)   (1,355,135)
                                    ===========  ===========  ===========   ===========
Basic and diluted net loss per share   $ (0.02)     $ (0.05)     $ (0.08)      $ (0.14)
                                    ===========  ===========  ===========   ===========
Weighted average common shares
outstanding                         10,127,839    9,596,558    9,808,096     9,579,892
                                    ===========  ===========  ===========   ===========
</TABLE>

The accompanying notes are an integral part of these statements.

                                       3
<PAGE>
<TABLE>
<CAPTION>
                            A-Fem Medical Corporation
                            STATEMENTS OF CASH FLOWS
                           Increase (Decrease) in Cash
                                   (unaudited)

                                                                        For The Nine Months
                                                                        Ended September 30,
                                                                 ---------------------------------
                                                                      2001                2000
                                                                 -------------       -------------
<S>                                                              <C>                 <C>
Cash Flows From Operating Activities:
Net loss                                                         $   (768,352)       $ (1,355,135)
Adjustments to reconcile net loss to net cash used in operating
activities:
     Depreciation and amortization                                     56,969              73,074
     Gain on disposal of assets                                       (30,575)             (8,060)
     Other non-cash expenses                                                -              11,264
     Other non-cash income                                             (2,612)             (2,612)
     Changes in working capital:
          Accounts receivable                                          10,447               1,600
          Inventory                                                     4,130              15,699
          Prepaid expenses and other                                   52,033               6,069
          Accounts payable                                            149,924              (4,148)
          Accrued expenses                                            (43,549)             (9,138)
          Accrued salaries and related liabilities                    342,680               4,041
                                                                 -------------       -------------
               Net cash used in operating activities                 (228,905)         (1,267,346)

Cash Flows From Investing Activities:
   Purchase of equipment, furniture and leaseholds                          -              (9,394)
   Net proceeds from sale of equipment                                 20,000             204,456
     Other assets                                                                        ( 30,482)
                                                                 -------------       -------------
               Net cash provided by investing activities               20,000             164,580

Cash Flows From Financing Activities:
     Net repayments of lease obligations                               (2,562)            (29,814)
     Net repayments of note payable                                         -             (50,000)
     Net proceeds from sale of common and preferred stock,
      exercise of options and warrants, net of expenses               170,000           1,044,649
     Proceeds from short-term notes payable                            48,500                   -
                                                                 -------------       -------------
               Net cash provided by financing activities              215,938             964,835
Net Increase (Decrease) in Cash and Cash Equivalents                    7,033            (137,931)

Cash and Cash Equivalents, beginning of period                          5,644             428,845
                                                                 -------------       -------------

Cash and Cash Equivalents, end of period                         $     12,677        $    290,914
                                                                 =============       =============
</TABLE>

The accompanying notes are an integral part of these statements.

                                       4
<PAGE>
                            A-Fem Medical Corporation
                          NOTES TO FINANCIAL STATEMENTS
                               September 30, 2001

Organization of the Company and Significant Accounting Policies

Organization
------------

         A-Fem Medical Corporation (the Company or A-Fem) is a medical
technology company with multiple product platforms targeting women's health
needs. A-Fem has developed three proprietary technology platforms: one based on
its inSync(R) miniform interlabial pad, another based on its Rapid-Sense(R)
diagnostic tests and the third based on its PadKit(R) Sample Collection System.
A-Fem currently markets the inSync miniform as an alternative to tampons, pads
and liners for light flow, or in combination for heavier flow protection. The
PadKit, currently in clinical trials, utilizes a miniform as a noninvasive
sample collection method for use in testing for certain cancers and sexually
transmitted and infectious diseases. A-Fem has also entered into several joint
relationships to develop point-of-care diagnostic products that use its
proprietary Rapid-Sense technology.


Going Concern Uncertainty
-------------------------

         The Company experienced significant operating losses during the year
ended December 31, 2000 and has continued to incur losses in the first nine
months of 2001. Further, the Company has not generated significant revenues. The
Company expects that significant ongoing expenditures will be necessary to
successfully implement its business plan and develop, manufacture and market its
products. These circumstances raise substantial doubt about the Company's
ability to continue as a going concern. Execution of the Company's plans and its
ability to continue as a going concern depend upon its acquiring substantial
additional financing. Management's plans include efforts to obtain additional
capital and to evaluate potential partnering opportunities. The Company has
raised operating funds in the past by securing investment commitments in its
preferred and common stock of approximately $1.1 million during 2000, net of
issuance expenses. However, there can be no assurance that the Company's efforts
to raise additional funding or enter into a strategic alliance will be
successful. If the Company is unable to obtain adequate additional financing,
enter into such strategic alliance or generate sufficient profitable sales
revenues, management will likely be required to curtail the Company's product
development, marketing activities and other operations and the Company will
likely be forced to cease operations.





                                       5
<PAGE>
Basis of Presentation
---------------------

         The interim financial data are unaudited; however, in the opinion of
management, the interim data include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the results for the
interim periods. The financial statements do not include any adjustments
relating to the recoverability and classification of asset carrying amounts or
the amount and classification of liabilities that might result should the
Company be unable to continue as a going concern. The financial statements
included herein have been prepared by A-Fem pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnote disclosures normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although A-Fem believes that the
disclosures included herein are adequate to make the information presented not
misleading. Operating results for the periods presented are not necessarily
indicative of future results. These financial statements should be read in
conjunction with the financial statements and notes to financial statements
included in A-Fem's Annual Report on Form 10-KSB for the year ended December 31,
2000.

Net Loss Per Share
------------------

         Basic and diluted net loss per share are required to be computed using
the methods prescribed by Statement of Financial Accounting Standards No. 128,
"Earnings per Share" (SFAS 128). Loss per share is calculated using the weighted
average number of common shares outstanding for the period. A net loss was
reported in each of the quarters and nine-month periods ended September 30, 2001
and 2000. Stock options for the purchase of 3,456,289 and 3,409,484 shares at
September 30, 2001 and 2000, respectively, and warrants for the purchase of
1,575,339 and 1,592,939 shares at September 30, 2001 and 2000, respectively,
were not included in loss per share calculations, because to do so would have
been anti-dilutive. In addition, shares of A-Fem's convertible preferred stock
and warrants covering shares of A-Fem's convertible preferred stock outstanding
at September 30, 2001 were not included in loss per share calculations because
to do so would have been anti-dilutive.

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

         In June 1998, the Financial Accounting Standards Board (FASB) issued
Statement of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" (SFAS 133), which established accounting and
reporting standards for all derivative instruments. SFAS 133 requires derivative
financial instruments to be recorded at fair value and reflected in income
unless they are effective hedges. In June 1999, the FASB issued Statement of
Financial Accounting Standards No. 137, "Accounting for Derivative Instruments
and Hedging Activities - Deferral of the Effective Date of FASB Statement No.
133," and in June 2000, the FASB issued Statement of Financial Accounting
Standards No. 138, which amended certain guidance within SFAS 133. The Company
does not have any derivative instruments and does not engage in hedging
activities. Therefore, the adoption of SFAS 133 in 2001 did not have any effect
on the Company's financial position or results of operations.



                                       6
<PAGE>
         In July 2001, the Financial Accounting Standards Board issued SFAS No.
141, "Business Combinations," and SFAS No. 142, "Goodwill and Other Intangible
Assets." SFAS No. 141 requires that the purchase method of accounting be used
for all business combinations initiated after June 30, 2001. Use of the
pooling-of-interests method will be prohibited on a prospective basis. SFAS No.
142 changes the accounting for goodwill from an amortization method to an
impairment-only approach. Thus, amortization of goodwill and other intangible
assets, including goodwill recorded in past business combinations, will cease
upon adoption of that Statement, which for the Company will be fiscal year 2002.
The Company does not expect that the adoption of either SFAS 141 or SFAS 142 to
have a significant impact on the financial condition or results of operations of
the Company.

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

         Certain amounts have been reclassified in the prior year financial
statement presentation to conform to the current year presentation.

Item 2.  Management's Discussion and Analysis of Financial Condition or Plan of
         Operation

Overview

         A-Fem Medical Corporation is a medical technology company with multiple
product platforms targeting women's health needs. A-Fem has developed three
proprietary technology platforms: one based on its inSync(R) miniform
interlabial pad, another based on its Rapid-Sense(R) diagnostic tests, and the
third based on its PadKit(R) Sample Collection System. A-Fem currently markets
the inSync miniform as an alternative to tampons, pads and liners for light
flow, or in combination for heavier flow protection. The PadKit, currently in
clinical trials, utilizes a miniform as a non-invasive sample collection method
for use in testing for certain cancers and sexually transmitted and infectious
diseases. A-Fem has also entered into several joint relationships to develop
point-of-care diagnostic products that use its proprietary Rapid-Sense
technology.

         During the first half of 2000, A-Fem shifted the emphasis of its
technology development efforts to focus on the PadKit, and will continue
Rapid-Sense technology development solely for third-party development contracts.
A-Fem has been evaluating alternative product strategies for the PadKit that
will affect the magnitude of PadKit clinical studies to be undertaken. Results
from initial clinical trials revealed additional product claims were possible
for the PadKit, and larger and more complex clinical studies would be required
to support such claims. In addition to seeking funding to support additional
clinical studies, A-Fem will seek strategic partnerships for the PadKit.

         A-Fem continued to experience operating losses during the year ended
December 31, 2000 and the first nine months of 2001, and has never generated
significant revenues from operations. A-Fem expects that significant ongoing
expenditures will be necessary to


                                       7
<PAGE>
successfully implement its business plan and develop, manufacture and market its
products. Execution of A-Fem's plans and its ability to continue as a going
concern depend upon its acquiring substantial additional financing. Management's
plans include efforts to obtain additional capital through the sale of equity
securities and by licensing its Rapid-Sense technology, and to seek partnering
opportunities for the inSync miniform. A-Fem has raised operating funds in the
past by selling shares of its common and preferred stock for consideration
totaling approximately $1.1 million during 2000.

         During the nine months ended September 30, 2001, A-Fem has
significantly curtailed its product development, marketing activities and other
operations to reduce expenses pending the receipt of significant additional
funding. A-Fem may not be able to raise additional funding or enter into a
strategic alliance. If A-Fem is unable to obtain adequate additional financing,
enter into such strategic alliance or generate sufficient sales revenues,
management will likely be required to further curtail A-Fem's product
development, marketing activities and other operations, and A-Fem will likely
cease operations.

Results of Operations

         Net sales for the quarter ended September 30, 2001, were approximately
$2,000, as compared to approximately $6,000 for the quarter ended September 30,
2000. For the nine-month period ended September 30, 2001, net sales were
approximately $10,000, as compared to approximately $25,000 for the same period
in 2000. These decreases were the result of decreased levels of promotional
support for the inSync miniform as compared to the levels maintained during the
prior year.

         Marketing and selling expense for the third quarter of 2001 was
approximately $1,000, as compared to approximately $8,000 for the quarter ended
September 30, 2000. For the nine-month period ended September 30, 2001,
marketing and selling expense was approximately $14,000, as compared to
approximately $30,000 for the same period in 2000. This decrease resulted from
reductions in consumer advertising and promotional support for the inSync
miniform.

         Research and development expense for the quarter ended September 30,
2001, was approximately $46,000, as compared to approximately $222,000 for the
same quarter of the prior year. For the nine-month period ended September 30,
2001, research and development expense was approximately $209,000, as compared
to approximately $631,000 for the same period in 2000. These decreases are
primarily attributable to a decrease in development costs related to
Rapid-Sense, and the postponement of expenses associated with the PadKit
clinical studies.

         General and administrative expense was approximately $128,000 for the
quarter ended September 30, 2001, as compared to approximately $210,000 for the
same period in the prior year. For the nine-month period ended September 30,
2001, general and administrative expense was approximately $477,000, as compared
to approximately $629,000 for the same period in


                                       8
<PAGE>
2000. These decreases resulted from a reduction in professional fees and a
decrease in travel expense.

         A-Fem's operating loss for the quarter ended September 30, 2001, was
approximately $184,000 as compared to approximately $483,000 for the same
quarter of the prior year. For the nine-month period ended September 30, 2001,
the operating loss was approximately $772,000, as compared to approximately
$1,432,000 for the same period in 2000. This decrease resulted from lower
expenses in all operating departments in 2001 as compared to the expenses in
2000 due to the continued lack of funding.

         A-Fem's other income (expense) is composed primarily of income from
development contracts, interest income and interest expense. For the quarter
ended September 30, 2001 other expense was approximately $9,000, as compared to
other expense of approximately $4,000 for the same period in the prior year. For
the nine-month period ended September 30, 2001, other income was approximately
$3,000, as compared to other income of approximately $77,000 for the same period
in 2000. The period-to-period fluctuations reflect a reduction in funds received
related to development contracts for Rapid-Sense diagnostic tests in the current
year periods as compared to the same periods in the prior year.

         A-Fem's net loss for the quarter ended September 30, 2001, was
approximately $193,000, as compared to approximately $486,000 for the same
period in the prior year. For the nine-month period ended September 30, 2001,
the net loss was approximately $768,000, as compared to approximately $1,355,000
for the same period in 2000. This decrease resulted from lower expenses in all
operating departments in 2001 as compared to the expenses in 2000 due to the
continued lack of funding.

Liquidity and Capital Resources

         As of June 30, 2001, A-Fem had cash and cash equivalents of $12,677.
A-Fem's net cash position increased by $7,033 between December 31, 2000 and
September 30, 2001, as a result of the receipt of proceeds from the sale of
equity securities, partially offset by funding certain operating expenses.

         A-Fem continued to experience operating losses during the year ended
December 31, 2000, and in the first nine months of 2001, and has never generated
sufficient revenues from operations to offset expenses. A-Fem expects to
continue to incur losses through 2001, because the costs of development are
expected to continue to exceed income from product sales. A-Fem incurs
approximately $100,000 per month of operating expenses and expects that
significant additional expenditures will be necessary to successfully implement
its business plan and develop, manufacture and market its products. Since
January 1, 2001, A-Fem has significantly curtailed its operations and deferred
payment of compensation accrued for its remaining full-time employees pending
receipt of additional financing. In addition, A-Fem's outstanding note payable
obligation of $400,000 was due in April 2001. A-Fem plans to


                                       9
<PAGE>
renegotiate the obligation. If A-Fem is not able to timely repay or renegotiate
this obligation, A-Fem will be in default on this obligation.

         These circumstances raise substantial doubt about A-Fem's ability to
continue as a going concern. Execution of A-Fem's plans and its ability to
continue as a going concern depend upon its acquiring substantial additional
financing. Management's plans include efforts to obtain additional capital
through the sale of equity securities and by licensing its Rapid-Sense
technology, and to seek partnering opportunities for the inSync miniform. A-Fem
does not expect significant amounts of debt financing to be available to it in
the near term, and therefore expects that it will have to issue additional
equity. A-Fem cannot predict on what terms any such financing might be
available, but any such financing could involve issuance of equity below current
market prices and result in significant dilution of existing stockholders.

         Since December 31, 2000 A-Fem has financed its operations through
bridge loans and small equity investments while it seeks significant additional
equity financing. A-Fem has raised operating funds in the past by selling shares
of its common and preferred stock for consideration totaling approximately $2.4
million during 1999 and $1.1 million during 2000. Since the third quarter of
1998, substantially all such sales had been made to clients of a single
investment advisor. A-Fem anticipates that no further funds will be available
from this source and that A-Fem will have to find alternative sources for its
additional financing. A-Fem has engaged an investment banker to pursue
alternative sources of additional funding. A-Fem may not be able to raise
additional funding or enter into a strategic alliance. If A-Fem is unable to
obtain adequate additional financing, enter into such strategic alliance or
generate sufficient sales revenues, management may be required to curtail
A-Fem's product development, marketing activities and other operations, and
A-Fem may be forced to cease operations.

         In order to carry out its development plans for the PadKit, A-Fem
estimates it will need to raise approximately $8 million in addition to the
funds needed for its monthly operating expenses. This estimate has been
increased due to the probability that larger and more complex clinical studies
may be needed to support additional product claims for the PadKit that were
revealed by earlier clinical trials. The funds required to carry out such
development plans will vary based on the size or number of clinical studies
undertaken, which will be determined by the potential number of applications of,
or claims that can be made for, the PadKit. If A-Fem were able to raise the
entire $8 million at once, it would take approximately 18 to 24 months to
complete A-Fem's development plans and receive US approval to market the PadKit
for the initial set of claims.

Forward-Looking Statements

         Certain statements in this Form 10-QSB contain "forward-looking"
information (as defined in Section 27A of the Securities Act of 1933, as
amended) that involves risks and uncertainties that may cause actual results to
differ materially from those predicted in the forward-looking statements.
Forward-looking statements can be identified by their use of such verbs as
expects, anticipates, believes or similar verbs or conjugations of such verbs.
If any of the


                                       10
<PAGE>
Company's assumptions on which the forward-looking statements are based prove
incorrect or should unanticipated circumstances arise, the Company's actual
results could differ materially from those anticipated by such forward-looking
statements. The differences could be caused by a number of factors or
combination of factors including, but not limited to, the risks detailed in the
Company's Securities and Exchange Commission filings, including the Company's
Form 10-KSB for the fiscal year ended December 31, 2000.

         Forward-looking statements contained in this Form 10-QSB relate to the
Company's plans and expectations as to: need for additional financing; need to
find new sources of financing; results of financing efforts; need for regulatory
approvals; continuing operating losses; lack of revenues from products; market
acceptance risks; results of product development; the impact of competitive
products and pricing; and the effect of economic conditions generally and within
the medical technology industry.

         Forward-looking statements contained in this Form 10-QSB relate to the
Company's plans and expectations as to: the possibility that the Company may not
obtain needed additional financing; the possibility that the Company's products
may not receive needed regulatory approvals; the risk that the Company's
products may not receive market acceptance; the possibility that the Company's
products development efforts may not produce desired results; the risk that
competitive products may have an adverse impact on the Company's products; and
the risk that economic conditions generally or in the medical technology
industry could have an adverse effect on the Company.

































                                       11
<PAGE>
                           PART II - OTHER INFORMATION

Item 2.  Recent Sales of Unregistered Securities

         On August 20, 2001, the Company issued 25,000 shares of Common Stock
and agreed to issue warrants to purchase an additional 2,500 shares of Common
Stock at an exercise price of $.20 per share to one investor, Paul Temple, for
aggregate consideration of $5,000. The warrants will be immediately exercisable
and expire five years from the date issued. Mr. Temple has represented that he
is an "accredited investor" within the meaning of Rule 501(a) under the
Securities Act of 1933, as amended. In issuing these securities, the Company
relied on an exemption from the registration requirement pursuant to Section
4(2) of the Securities Act.

         On August 28, 2001, the Company issued 50,000 shares of Common Stock
and agreed to issue warrants to purchase an additional 5,000 shares of Common
Stock at an exercise price of $.20 per share to one investor, Ken Clark, for
aggregate consideration of $10,000. The warrants will be immediately exercisable
and expire five years from the date issued. Mr. Clark has represented that he is
an "accredited investor" within the meaning of Rule 501(a) under the Securities
Act of 1933, as amended. In issuing these securities, the Company relied on an
exemption from the registration requirement pursuant to Section 4(2) of the
Securities Act.

         On August 28, 2001, the Company issued 25,000 shares of Common Stock
and agreed to issue warrants to purchase an additional 2,500 shares of Common
Stock at an exercise price of $.20 per share to one investor, Simla Holdings
Ltd, for aggregate consideration of $5,000. The warrants will be immediately
exercisable and expire five years from the date issued. Simla Holdings has
represented that it is an "accredited investor" within the meaning of Rule
501(a) under the Securities Act of 1933, as amended. In issuing these
securities, the Company relied on an exemption from the registration requirement
pursuant to Section 4(2) of the Securities Act.

         On October 25, 2001, the Company issued 25,000 shares of Common Stock
and agreed to issue warrants to purchase an additional 2,500 shares of Common
Stock at an exercise price of $.20 per share to one investor, Charles Goldberg,
for aggregate consideration of $5,000. The warrants will be immediately
exercisable and expire five years from the date issued. Mr. Goldberg has
represented that he is an "accredited investor" within the meaning of Rule
501(a) under the Securities Act of 1933, as amended. In issuing these
securities, the Company relied on an exemption from the registration requirement
pursuant to Section 4(2) of the Securities Act.

Item 6.  Exhibits and Reports on Form 8-K

         a)       Exhibits

                  See Exhibit Index.

         b)       Reports on Form 8-K

                  None










                                       12
<PAGE>
                                   SIGNATURES


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


                                        A-FEM MEDICAL CORPORATION


Date:  November  16, 2001
                                        /s/ Steven T. Frankel
                                        Steven T. Frankel
                                        President and Chief Executive Officer





                                        /s/ Martin Harvey
                                        Martin Harvey
                                        Controller



































<PAGE>
                                  EXHIBIT INDEX


       Exhibit No.       Description

           3.1           Amended and Restated Articles of Incorporation(1)
           3.2           Amended and Restated Bylaws(2)
           11.1          Statement re: computation of per share earnings
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(1)      Incorporated by reference to the exhibits to A-Fem's annual report on
         Form 10-KSB for the year ended December 31, 2000.
(2)      Incorporated by reference to the exhibits to A-Fem's annual report on
         Form 10-KSB/A for the year ended December 31, 1998.