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 June 30, 2005

                           Commission File No. 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                            (I.R.S. Employer
incorporation or organization)                           Identification Number)



                321 Norristown Road, Suite 230, Ambler, PA 19002
             ------------------------------------------------------
                                  215-540-4310
             ------------------------------------------------------
          (Address and telephone number of principal executive offices)


         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

         State the number of shares outstanding of each of the issuer's classes
of common equity, as of the latest practicable date:

         We had approximately16,488,180 shares of our $0.01 par value common
stock outstanding as of July 29, 2005.

         Transitional Small Business Disclosure Format (check one): [ ]Yes [X]No



<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.  Financial Statements

         Balance sheets as of June 30, 2005 and December 31,
         2004..................................................................2

         Statement of Operations for the three months ended
         June 30, 2005 and 2004 and the six months ended
         June 30, 2005 and 2004................................................3

         Statement of Cash Flows for the six months ended
         June 30, 2005 and 2004................................................4

         Condensed Notes to the Financial Statements...........................5

ITEM 2.  Management's Discussion and Analysis of Financial
         Conditions and Results of Operations..................................8

ITEM 3.  Controls and Procedures...............................................9

                           PART II - OTHER INFORMATION

ITEM 1.  Legal Proceedings....................................................10

ITEM 2.  Unregistered Sales of Equity Securities; Use of Proceeds and
         Purchases of Equity Securities.......................................10

ITEM 3.  Defaults on Senior Securities........................................10

ITEM 4.  Submission of Matters to a Vote of Security Holders..................10

ITEM 5.  Other Information....................................................10

ITEM 6.  Exhibits and Reports on Form 8-K.....................................10

Signatures....................................................................12



<PAGE>



                         PART I - FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

         Balance sheets as of June 30, 2005 and December 31,
         2004..................................................................2

         Statement of Operations for the three months ended
         June 30, 2005 and 2004     and the six months ended
         June 30, 2005   and 2004..............................................3

         Statement of Cash Flows for the six   months ended
         June 30, 2005 and 2004................................................4

         Condensed Notes to the Financial Statements...........................5


<PAGE>


                            A-FEM MEDICAL CORPORATION
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                              As of
                                                                  -----------------------------
                                                                     June 30       December 31
                                                                       2005             2004
                                                                  ------------     ------------
                                                                   (unaudited)
                                                                  ------------     ------------
ASSETS
<S>                                                               <C>              <C>
CURRENT ASSETS
     Cash and cash equivalents                                    $    820,080     $    108,471
     Prepaid expenses                                                    4,396           10,990
     Deposits                                                            2,697              585
                                                                  ------------     ------------
        Total Current Assets                                           827,173          120,046
                                                                  ------------     ------------
PROPERTY AND EQUIPMENT
     Equipment                                                    $      6,135     $         --
     Less: accumulated depreciation                                       (263)              --
                                                                  ------------     ------------
        Total Property and Equipment                              $      5,872     $         --
                                                                  ------------     ------------

OTHER ASSETS
     Patents & licenses-net of amortization                       $     65,141     $     67,553
                                                                  ------------     ------------
        Total Other Assets                                              65,141           67,553
                                                                  ------------     ------------

TOTAL ASSETS                                                      $    898,186     $    187,599
                                                                  ============     ============


LIABILITIES AND STOCKHOLDERS' EQUITY

CURRENT LIABILITIES
     Short-term loans payable                                     $     47,500     $     52,500
     Note payable                                                      400,000          400,000
     Accrued payroll                                                    72,202          123,156
     Accounts payable                                                  146,215          146,211
                                                                  ------------     ------------
        Total Current Liabilities                                 $    665,917     $    721,867
                                                                  ------------     ------------
           Commitments and Contingencies                                 --               --
                                                                  ------------     ------------

STOCKHOLDERS' EQUITY
     Preferred stock, Series A Convertible, $0.01 par value
        9,750,000 shares authorized, 7,117,135 shares             $     71,171     $     74,921
        issued and outstanding
     Common stock, $0.01 par value;
        75,000,000 shares authorized; 16,488,180 shares           $    164,881     $    139,061
        issued and outstanding
     Additional paid-in capital                                     21,985,795       20,980,915
     Accumulated deficit                                           (21,989,578)     (21,729,165)
                                                                  ------------     ------------
        Total Stockholders' Equity                                $    232,269     $   (534,268)
                                                                  ------------     ------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                        $    898,186     $    187,599
                                                                  ============     ============
</TABLE>


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



                                       2
<PAGE>


                            A-FEM MEDICAL CORPORATION
            STATEMENTS OF OPERATIONS AND COMPREHENSIVE INCOME (LOSS)
                                   (unaudited)

<TABLE>
<CAPTION>
                                                          For the three Months                    For the six Months
                                                             Ended June 30                           Ended June 30
                                                   ----------------------------------      ----------------------------------
                                                         2005                2004                2005                2004
                                                   --------------      --------------      --------------      --------------
<S>                                                <C>                 <C>                 <C>                 <C>
License Income                                     $       12,841      $       17,121      $       25,682      $       44,963
                                                   --------------      --------------      --------------      --------------
GENERAL AND ADMINISTRATIVE EXPENSES
      Professional fees                            $      103,169      $        4,524      $      114,530      $       17,839
      Research & Development                               30,039              13,747              63,055              38,673
      General and Administrative                           95,950               1,874             110,520               2,951
                                                   --------------      --------------      --------------      --------------
         Total Expenses                            $      229,158      $       20,145      $      288,105      $       59,463
                                                   --------------      --------------      --------------      --------------
INCOME (LOSS) FROM OPERATIONS                      $    (216,317)      $       (3,024)     $      262,423      $      (14,500)
                                                   --------------      --------------      --------------      --------------
OTHER INCOME (EXPENSE)
      Other Income                                 $            -      $            -      $            -      $            -
      Interest Income                                       2,010                   -               2,010                   -
                                                   --------------      --------------      --------------      --------------
         Total Other Income (Expense)                       2,010                                   2,010
                                                   --------------      --------------      --------------      --------------

INCOME (LOSS) BEFORE INCOME TAXES                  $     (214,307)     $       (3,024)     $     (260,413)     $      (14,500)
                                                   --------------      --------------      --------------      --------------

NET LOSS                                           $     (214,307)     $       (3,024)     $     (260,413)     $      (14,500)
                                                   --------------      --------------      --------------      --------------
Net Income (Loss)                                  $     (214,307)     $       (3,024)     $     (260,413)     $      (14,500)
                                                   ==============      ==============      ==============      ==============

BASIS & DILUTED LOSS PER COMMON SHARE              $          nil      $          nil      $          nil      $          nil
                                                   ==============      ==============      ==============      ==============
BASIC WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                     16,488,180          10,721,558          16,488,180          10,721,558
                                                   ==============      ==============      ==============      ==============
DILUTED WEIGHTED AVERAGE NUMBER OF COMMON
SHARES OUTSTANDING                                     16,488,180          10,721,558          16,488,180          10,721,558
                                                   ==============      ==============      ==============      ==============

</TABLE>


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



                                       3
<PAGE>


                            A-FEM MEDICAL CORPORATION
                            STATEMENTS OF CASH FLOWS
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                         For Six Months
                                                                          Ended June 30
                                                                 --------------------------------
                                                                      2005               2004
                                                                 ------------        ------------
<S>                                                              <C>                 <C>
CASH FLOWS FROM OOPERATING ACTIVITIES:
        Net income (loss)                                        $   (260,413)       $    (14,500)
        Adjustments to reconcile net income (loss) to net
        cash provided (used) by operating activities:
             Depreciation and amortization                       $      2,674        $          -
             Accounts payable                                          (4,996)                  -
             Accrued expenses                                         (50,954)                  -
             Deposits                                                  (2,112)                  -
             Prepaid expenses                                           6,594                   -
                                                                 ------------        ------------
Net cash provided (used) by operating activities                 $   (309,207)       $    (14,500)
                                                                 ------------        ------------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Purchase of fixed assets                                 $     (6,135)       $          -
                                                                 ------------        ------------
Net cash provided by investing activities                        $     (6,135)       $          -
                                                                 ------------        ------------
CASH FLOWS FROM FINANCING ACTIVITIES:
        Sale of marketable securities-net of fees                $  1,026,951        $          -
                                                                 ------------        ------------
Net cash provided by financing activities                           1,026,951                   -
                                                                 ------------        ------------
INCREASE IN CASH AND CASH EQUIVALENTS                                 711,609             (14,500)
                                                                 ------------        ------------
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD                        108,471              20,426
                                                                 ------------        ------------
CASH AND CASH EQUIVALENTS, END OF PERIOD                         $    820,080        $      5,926
                                                                 ============        ============
SUPPLEMENTAL CASH FLOW DISCLOSURE
                                                                 ============        ============
        Income taxes paid                                        $        -            $        -
        Interest expense paid                                    $        -            $        -
                                                                 ============        ============


</TABLE>


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



                                       4
<PAGE>


A-FEM MEDICAL CORPORATION
CONDENSED NOTES TO FINANCIAL STATEMENTS
June 30, 2005

ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

Organization

         A-Fem Medical Corporation (the "Company" or "A-Fem") is a bio-medical
company that seeks to develop, acquire and commercialize on its own or with
other commercial partners proprietary medical technology platforms and products
for diagnostics and treatment of medical needs.

         The Company has developed three proprietary technologies: The Miniform,
a disposable technology used as a drug delivery system; Rapid-Sense(R), a
point-of-care quantitative, diagnostic technology; and, the PadKit(R) Sample
Collection System a diagnostic sample collection technology. These three
technologies are in different stages of development ranging from
commercialization to proof of concept. The Company's goal is to bring all
products to commercialization with manufacturing control maintained by A-Fem and
sales and marketing managed through a strategic partner, where appropriate.

1.       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 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, 2004.

2.       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). Net 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 ended June 30, 2005 and 2004. Stock options
for the purchase of 210,000 shares at June 30, 2005 and 2004, respectively, and
warrants for the purchase of 2,328,182 and 288,070 shares at June 30, 2005 and
2004, respectively, were not included in net 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 June 30, 2005 were not included in net loss per
share calculations because to do so would have been anti-dilutive.



                                       5
<PAGE>


3.       Use of Estimates

         The process of preparing financial statements in conformity with
accounting principles generally accepted in the United States of America
requires the use of estimates and assumptions regarding certain types of assets,
liabilities, revenues, and expenses. Such estimates primarily relate to
unsettled transactions and events as of the date of the financial statements.
Accordingly, upon settlement, actual results may differ from estimated amounts.

4.       Recent Accounting Pronouncements

         In December 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 153, "Exchanges of Nonmonetary
Assets - an Amendment of APB Opinion No. 29", (hereinafter "SFAS No. 153"). This
statement eliminates the exception to fair value for exchanges of similar
productive assets and replaces it with a general exception for exchange
transactions that do not have commercial substance, defined as transactions that
are not expected to result in significant changes in the cash flows of the
reporting entity. This statement is effective for financial statements for
fiscal years beginning after June 15, 2005. Management believes the adoption of
this statement will have no impact on the Company's financial condition or
results of operations.

         In December 2004, the Financial Accounting Standards Board issued a
revision to Statement of Financial Accounting Standards No. 123, "Share-Based
Payments" (hereinafter "SFAS No. 123 (R)"). This statement replaces FASB
Statement No. 123, "Accounting for Stock-Based Compensation", and supersedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS No. 123 (R)
establishes standards for the accounting for share-based payment transactions in
which an entity exchanges its equity instruments for goods or services. It also
addresses transactions in which an entity incurs liabilities in exchange for
goods or services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity instruments.
This statement covers a wide range of share-based compensation arrangements
including share options, restricted share plans, performance-based award, share
appreciation rights and employee share purchase plans. SFAS No. 123 (R) requires
a public entity to measure the cost of employee services received in exchange
for an award of equity instruments based on the fair value of the award on the
grant date (with limited exceptions). That cost will be recognized in the
entity's financial statements over the period during which the employee is
required to provide services in exchange for the award. Management has not
currently evaluated the impact of adoption on its overall results of operations
or financial position.

         In May 2003, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 150, "Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity" (hereinafter
"SFAS No. 150"). SFAS No. 150 establishes standards for classifying and
measuring certain financial instruments with characteristics of both liabilities
and equity and requires that those instruments be classified as liabilities in
statements of financial position. Previously, many of those instruments were
classified as equity. SFAS No. 150 is effective for financial instruments
entered into or modified after May 31, 2003 and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. The Company
has determined that adoption of the statement will have no impact on the
Company's financial condition or results of operations.


                                       6
<PAGE>


         In April 2003, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 149, "Amendment of Statement 133
on Derivative instruments and Hedging Activities: (hereinafter "SFAS No. 149").
SFAS No. 149 amends and clarifies the accounting for derivative instruments,
including certain derivative instruments embedded in other contracts, and for
hedging activities under SFAS No. 133, "Accounting for Derivative Instruments
and Hedging Activities". This statement is effective for contracts entered into
or modified after December 31, 2003 and for hedging relationships designated
after December 31, 2004. The adoption of SFAS No. 149 is not expected to have an
impact on the financial position or results of operations of the Company.

5.       Private Placement

         On May 27, 2005, A-Fem Medical Corporation closed an offering of shares
of its common stock, $0.01 par value, and warrants to purchase shares of its
common stock, through a private placement to accredited investors. A-Fem Medical
sold an aggregate of 2,166,479 shares of its common stock for $0.50 per share.

         Each investor received a five-year warrant to purchase an amount of
shares of common stock that equals 50% of the number of shares of common stock
purchased by such investor in the offering. The exercise price of the warrants
is $0.85 per share. Subject to an effective registration statement registering
the shares of common stock underlying the warrants, A-Fem Medical may redeem the
warrants for $0.01 per warrant if shares of A-Fem Medical's common stock closes
above $1.70 for 20 consecutive trading days. The warrants have weighted-average
anti-dilution protection. Each investor will have piggyback registration rights
to register shares of common stock and shares of common stock underlying the
warrants that were purchased in the offering. A-Fem Medical issued to the
investors warrants to purchase an aggregate of 1,083,240 shares of common stock
in connection with the offering.

         A-Fem Medical received gross proceeds of $1,182,602 as consideration
for the sale of shares of its common stock and the issuance of the warrants.

         Also in connections with the offering, each investor purchased
restricted shares of common stock from an existing shareholder of A-Fem Medical
("Concurrent Shares") at a purchase price of $0.185 per Concurrent Share. Each
investor purchased a number of Concurrent Shares that equals 8.402% of such
investor's purchase price for the shares of common stock sold in the offering
described above divided by $0.185. The selling shareholder sold an aggregate of
537,093 restricted shares of common stock to the investors and received gross
proceeds of $99,363 in connections with such sale.

         A-Fem Medical has agreed to pay various placement agents compensation
based on investments from purchasers located by such agents. The compensation is
no more than 10% of the cash proceeds from an introduced investor plus warrants
to purchase no more than 10% of the number of shares purchased by an introduced
investor.

         The securities described above were offered and sold without
registration under the Securities Act of 1933 to accredited investors in
reliance upon the exemption provided by Rule 506 of Regulation D thereunder, and
may no be offered or sold in the United States in the absence of an effective
registration statement or exemption from the registration requirements under the
Securities Act of 1933. An appropriate legend will be placed on the shares, the
warrants and the shares issuable upon exercise of the warrants unless registered
under the Securities Act prior to issuance.

         Net cash proceeds of the offering are expected to be used for working
capital purposes.

6.       Subsequent Events

         On September 1, 2005, the Board of Directors of A-Fem Medical
Corporation appointed Dr. Shalom Z. Hirschman and Mr. Evan M. Levine to its
Board of Directors.

         Mr. Levin is currently Vice Chairman, President and Chief Executive
Officer of ADVENTRX Pharmaceuticals, Inc. a publicly traded biotechnology. Mr.
Levine is also Managing Member of Mark Capital, LLC, a Venture Capital Fund. Mr.
Levine has over 18 years of investment banking, venture capital, arbitrage and
senior corporate management experience.

         Dr. Hirschman was Professor of Medicine, Director of the Division of
Infectious Diseases and Vice-Chairman of the Department of Medicine at Mt. Sinai
School of Medicine and the Mount Sinai Hospital. He spent nearly three decades
at Mt. Sinai until his retirement. He then became the CEO, President and chief
scientific officer of Advanced Viral Research Corp. from which he retired in
2004.


                                       7
<PAGE>


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

OVERVIEW

         The following discussion of our financial condition should be read in
conjunction with the financial statements and notes to financial statements
included elsewhere in this filing. The following discussion (as well as
statements in Item 1 above and elsewhere) contains forward-looking statements
within the meaning of the Private Securities Litigation Act of 1995 that involve
risks and uncertainties. Specifically, the forward-looking statements relating
to our planned transition to a new facility and anticipated improvements to such
planned facility, our strategy described in Item 1 including the possibility of
entering into strategic partnerships, alliances, and collaborations, our
prospects for our technologies and intellectual property, our plans and
expectations regarding commercialization and marketing efforts, our ability to
create and market products and services based on our technologies, the
anticipated need, desirability, and demand for our technologies and any products
or services based on such technologies, our need to raise additional capital
from external sources, our ability to generate cash to internally fund some of
our working capital needs, industry and regulatory trends, as well as the
prospect of a positive return on investment from such costs and expenditures by
their generation of revenue, future research and development.

         Some or all of the results anticipated by these forward-looking
statements may not occur. Forward-looking statements involve known and unknown
risks and uncertainties including but not limited to, trends in the
biotechnology, healthcare, and pharmaceutical sectors of the economy;
competitive pressures and technological developments from domestic and foreign
genetic research and development organizations, which may affect the nature and
potential viability of our business strategy; private or public sector demand
for products and services similar to what we plan to commercialize. We disclaim
any intention or obligation to publicly announce the results of any revisions to
any of the forward-looking statements contained herein to reflect future events
or developments.

RESULTS OF OPERATIONS

         Net sales from licensing for the quarter ended June 30, 2005, were
$12,841, as compared to $17,121 for the quarter ended June 30, 2004. For the six
month period ended June 30, 2005 net sales from licensing were $25,682 as
compared to $44,963 for six months ended June 30, 2004. The sales were a result
of the licensing agreement for a Rapid-Sense product. The decrease from 2004 to
2005 was the result of the expiration of a technology evaluation agreement.

         Research and development expense for the quarter ended June 30, 2005,
was $30,039, as compared to $13,747 for the quarter ended June 30, 2004. For the
six month period ended June 30, 2005 research and development expense was
$63,055, as compared to $38,673 for the six month period ended June 30, 2004.
The current year expense reflects technical consulting expenses, and ongoing
contracted product development.

         General and administrative expense, including professional fees, was
$199,119 for the quarter ended June 30, 2005, as compared to $6,398 for the
quarter ended June 30, 2004. For the six


                                       8
<PAGE>


month period ended June 30, 2005, general and administrative expense, including
professional fees, was $225,050 as compared to $20,790 for the six month period
ended June 30, 2004. The current year expense primarily reflects the expenses
related to the addition of two full time employees, a new office, and legal and
accounting expenses to bring the Company to a current status.

         A-Fem's operating and net loss for the quarter ended June 30, 2005, was
$214,307 as compared to $3,024 for the quarter ended June 30, 2004. For the six
month period ended June 30, 2005 the operating and net loss was $260,413 as
compared to $14,500 for the six month period ended June 30, 2004. This increased
loss reflects the additional expense of returning the Company to a fully
operating company.

LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 2005, A-Fem had cash and cash equivalents of $820,080.
A-Fem's net cash position increased by $711,609 between December 31, 2004 and
June 30, 2005. During the quarter ended June 30, 2005 A-Fem received net
proceeds of $1,026,951 from sales of its common stock. A-Fem has used a portion
of these proceeds as well as its revenues to fund current operating expenses
which include the additional expense of returning the Company to a fully
operating company.

         In the future A-Fem expects to expand operations with the use of
additional financing and increased revenues from operations.

OFF-BALANCE SHEET ARRANGEMENTS

         We have not entered into any transactions with unconsolidated entities
in which we have financial guarantees, subordinated retained interests,
derivative instruments or other contingent arrangements that expose us to
material continuing risks, contingent liabilities or any other obligations under
a variable interest in an unconsolidated entity that provides us with financing,
liquidity, market risk or credit risk support.

ITEM 3.  CONTROLS AND PROCEDURES

         A-Fem's management is responsible for establishing and maintaining
adequate internal control over financial reporting. All internal control
systems, no matter how well designed, have inherent limitations. Management
therefore is continuing to improve on the design of such controls. A-Fem's
management, including our CEO and acting CFO, has assessed the effectiveness of
A-Fem's internal control over financial reporting as of June 30, 2005. Based on
our assessment we believe that as of June 30, 2005 A-Fem's internal control over
financial reporting is adequate.

         There have been no significant changes in A-Fem's internal controls
over financial reporting that occurred during the fiscal quarter ended June 30,
2005 that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.


                                       9
<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

         As of the date hereof, the company has no pending or threatened
litigation.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES, USE OF PROCEEDS AND PURCHASES
OF EQUITY SECURITIES

         On May 27, 2005, A-Fem Medical Corporation completed a private
placement of shares of its common stock, $0.01 par value, and warrants to
purchase shares of its common stock. A-Fem Medical sold an aggregate of
2,171,982 shares of its common stock for $0.50 per share.

         Each investor received a five-year warrant to purchase an amount of
shares of common stock that equals 50% of the number of shares of common stock
purchased by such investor in the offering. The exercise price of the warrants
is $0.85 per share. A-Fem Medical issued to the investors warrants to purchase
an aggregate of 1,083,240 shares of common stock in connection with the
offering.

         A-Fem Medical received net proceeds of $1,009,451 as consideration
for the sale of shares of its common stock and the issuance of the warrants.

         The private placement was made to a group of qualified investors. The
preceding sale of Securities was exempted from registration per Section 4(2) of
the Securities Act of 1933, and Regulation D (Rule 506) promulgated thereunder.

ITEM 3.  DEFAULTS ON SENIOR SECURITIES

         Not applicable.

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

         Not applicable.

ITEM 5.  OTHER INFORMATION

         Not applicable.

ITEM 6.        EXHIBITS AND REPORTS ON FORM 8-K

      (a)      Exhibit Index

 Exhibit       Description
 -------       -----------

   31.1        Certification of Principal Executive Officer required under Rule
               13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act
               of 1934, as amended.

   31.2        Certification of Principal Financial Officer required under Rule
               13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act
               of 1934, as amended.



                                       10
<PAGE>


  32.1*        Certification of Principal Executive Officer required under Rule
               13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act
               of 1934, as amended, and 18 U.S.C. Section 1350.

  32.2*        Certification of Principal Financial Officer required under Rule
               13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act
               of 1934, as amended, and 18 U.S.C. Section 1350.


     * The certifications attached as Exhibits 32.1 and 32.2 accompany this
     Quarterly Report on Form 10-QSB pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002 and shall not be deemed "filed" by A-Fem Medical
     Corporation for purposes of Section 18 of the Exchange Act.

      (b)      During the three month period ended June 30, 2005, we filed the
following reports on Form 8-K:

      1.       Current Report on Form 8-K dated May 27, 2005.


                                       11
<PAGE>


                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                            A-Fem Medical Corporation

Date:   September 1, 2005                        By: /s/ Walter Witoshkin
                                                     ---------------------------
                                                 Walter Witoshkin, CEO
                                                 (Principal Executive Officer)


Date:   September 1, 2005                        By: /s/ Martin Harvey
                                                     ---------------------------
                                                 Martin Harvey, Acting CFO
                                                 (Principal Financial Officer)



         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

                                            A-Fem Medical Corporation
Date:   September 1, 2005                        By:/s/ Walter Witoshkin
                                                 Walter Witoshkin, CEO
                                                 (Principal Executive Officer)


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                                  EXHIBIT INDEX

 Exhibit       Description
 -------       -----------
   31.1        Certification of Principal Executive Officer required under Rule
               13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act
               of 1934, as amended.

   31.2        Certification of Principal Financial Officer required under Rule
               13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act
               of 1934, as amended.

  32.1*        Certification of Principal Executive Officer required under Rule
               13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act
               of 1934, as amended, and 18 U.S.C. Section 1350.

  32.2*        Certification of Principal Financial Officer required under Rule
               13a-14(a) or Rule 15d-14(a) of the Securities and Exchange Act
               of 1934, as amended, and 18 U.S.C. Section 1350.


     * The certifications attached as Exhibits 32.1 and 32.2 accompany this
     Quarterly Report on Form 10-QSB pursuant to Section 906 of the
     Sarbanes-Oxley Act of 2002 and shall not be deemed "filed" by A-Fem Medical
     Corporation for purposes of Section 18 of the Exchange Act.