<PAGE>


                  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, 1995

                         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
                                             ----------


                                 ATHENA Medical Corporation
                     ------------------------------------------------
                      (Name of small business issuer in its charter)

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

                      10170 SW Nimbus Ave., Suite H1
                            Portland, OR 97223
                 ------------------------------------------
                  (Address of principal executive offices)

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

                              Not applicable
                 --------------------------------------------
             (Former name, former address and former fiscal year,
                        if changed since last report)


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

       As of September 30, 1995, the issuer had outstanding 8,928,243
  shares of its $.01 par value Common Stock.

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

                                       Page 1


<PAGE>

                      PART I - FINANCIAL INFORMATION

ITEM 1.   FINANCIAL STATEMENTS

                        ATHENA MEDICAL CORPORATION
                              BALANCE SHEETS
                            as of September 30
                                (unaudited)

<TABLE>
<CAPTION>

                                                      1995         1994
                                                   -----------   ---------
<S>                                                <C>           <C>
  ASSETS
  CURRENT ASSETS:
    Cash and Cash Equivalents                       $3,425,588     $58,350
    Accounts Receivable, Trade                          28,046
    Inventory                                           91,700      10,500
    Prepaids and Other                                  69,666       7,887
                                                    ----------     -------
         Total Current Assets                        3,615,000      76,737

  EQUITY SECURITIES                                                 90,505


  EQUIPMENT, FURNITURE and LEASEHOLDS, at  cost        472,576     167,196

    Less: Accumulated Depreciation                     (68,748)     (9,127)
                                                   -----------   ---------
                                                       403,828     158,069

  PATENTS and LICENSES, NET                             19,529      29,500

  LOANS RECEIVABLE - Officers and Directors            115,031
                                                   -----------   ---------
         Total Assets                               $4,153,388    $354,811
                                                   -----------   ---------
                                                   -----------   ---------



  LIABILITIES AND STOCKHOLDERS' EQUITY
  CURRENT LIABILITIES:
    Accounts Payable                                  $126,822    $124,333
    Accrued Salaries and Related                            60      40,498
       Liabilities
    Convertible Secured Notes Payable                              153,992
                                                   -----------   ---------
         Total Current Liabilities                     126,882     318,823

  STOCKHOLDERS' EQUITY
    Common Stock, $0.01 par value,
      authorized 33,000,000 shares;
      issued 8,928,243 and 5,430,800 shares             89,282      54,308

    Additional Paid-in Capital                       8,233,538     671,943
    Accumulated Deficit                             (4,296,314)   (690,263)
                                                   -----------   ---------
         Total Stockholders' Equity                  4,026,506      35,988
                                                   -----------   ---------
         Total Liabilities and
          Stockholders' Equity                      $4,153,388    $354,811
                                                   -----------   ---------
                                                   -----------   ---------


</TABLE>

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

                                   Page 2
<PAGE>


                        ATHENA MEDICAL CORPORATION
                         STATEMENTS OF OPERATIONS
                                 (unaudited)


<TABLE>
<CAPTION>


                                             For the three months ended                  For the nine months ended
                                                    September 30                                September 30
                                         -------------------------------            -------------------------------
                                             1995                 1994                   1995             1994
                                         -----------           -----------            -----------        ----------
<S>                                      <C>                   <C>                     <C>              <C>

   Sales                                        $467                                      $48,467
   Cost of Sales                               8,356                                       63,174
                                         -----------           -----------            -----------        ----------
          Gross Margin                        (7,889)                                     (14,707)

   Gain on Sale of Equity Securities                                24,527                 22,717            33,27


   Operating Expenses:
          General and Admin.                 988,977               160,012              3,098,033           562,520
                                         -----------           -----------            -----------        ----------
            Net Loss                        $996,866              $135,485             $3,090,023          $529,243
                                         -----------           -----------            -----------        ----------
                                         -----------           -----------            -----------        ----------

   Net Loss Per Share                          $0.11                 $0.33                  $0.40             $0.13
                                         -----------           -----------            -----------        ----------
                                         -----------           -----------            -----------        ----------

   Weighted Ave. Shares Outstanding        8,928,243             4,097,810              7,698,509         4,083,432
                                         -----------           -----------            -----------        ----------
                                         -----------           -----------            -----------        ----------

</TABLE>

   The accompanying notes are an integral part of these statements.

   (A) Including $642,633 for the nine months ended September 30, 1995
       of non cash expenses incurred for services rendered in exchange
       for options and warrants.
                                      Page 3

<PAGE>


                        ATHENA MEDICAL CORPORATION
                         STATEMENTS OF CASH FLOWS
                        Increase (Decrease) in Cash
                                (unaudited)
<TABLE>
<CAPTION>
                                                                            For the three months         For the nine months
                                                                              ended September 30          ended September 30
                                                                         -------------------------    --------------------------
                                                                            1995          1994           1995            1994
                                                                         -----------   -----------    ------------     ---------
<S>                                                                      <C>           <C>             <C>            <C>
   Cash Flows From Operating Activities:
   Net Loss                                                              $(996,866)     $(135,485)     $(3,090,023)    $(529,243)
   Adjustments to reconcile net loss to net cash (used in)
    provided by operating activities:
     Depreciation                                                            25,551         6,360           61,666         7,966
     Equity investment in results of operations of Xtramedics, Inc.                                                       54,751
     Amortization of deferred financing fee                                                                200,000
     Services received for options and  warrants issued                     249,300                        642,633
     Loss on valuation of equity securities                                                                 50,280
     Gain on sale of equity securities                                                    (24,527)         (22,717)      (33,277)
     Changes in working capital:
         Accounts receivable                                                    (46)                       (28,046)
         Net decrease in stock subscriptions receivable                                                                   56,000
         Prepaid expenses                                                   (18,274)       (1,214)         (44,253)       (4,519)
         Inventory                                                          (29,990)                       (47,611)
         Accounts payable                                                    67,986         4,985          (57,623)       96,213
         Accrued salaries and related liabilities                            (1,079)        1,181          (45,998)        4,893
                                                                         -----------   -----------    ------------     ---------
              Net cash used in operating activities                        (703,418)     (148,700)      (2,381,692)     (347,219)


   Cash Flows From Investing Activities:
     Purchases of equipment, furniture and leaseholds                      (243,692)       (2,294)        (299,517)      (25,032)
     Acquisition of Xtramedics, Inc., net of cash acquired                                                              (130,540)
     Proceeds from sales of equity securities                                             200,272           62,917       287,772
                                                                         -----------   -----------    ------------     ---------
              Net cash provided by (used in) investing activities          (243,692)      197,978         (236,600)      132,200

   Cash Flows From Financing Activities:
     (Advances) Collections on notes receivable                              (5,784)                         4,969
     Net proceeds from sale of Common Stock, exercise of options,
         and receipt of payment on subscription receivable                                                 123,625       106,000
     Proceeds from convertible debentures and notes payable                                    992       1,996,700       141,492
                                                                         -----------   -----------    ------------     ---------
              Net cash provided by (used in) financing activities             (5,784)          992       2,125,294       247,492
                                                                         -----------   -----------    ------------     ---------
   Net Increase (Decrease) in Cash and Cash Equivalents                     (952,894)       50,270        (492,998)       32,476
   Cash and Cash Equivalents, beginning of period                          4,378,482         8,080       3,918,586        25,874
                                                                         -----------   -----------    ------------     ---------
   Cash and Cash Equivalents, end of period                               $3,425,588       $58,350      $3,425,588       $58,350
                                                                         -----------   -----------    ------------     ---------
                                                                         -----------   -----------    ------------     ---------
   SUPPLEMENTAL SCHEDULE OF NON CASH FINANCING ACTIVITIES:
     Issuance of Common Stock in exchange for convertible debentures                                    $4,000,000

</TABLE>

The accompanying notes are an integral part of these statements.

                                     Page 4

<PAGE>


                   ATHENA MEDICAL CORPORATION
                  NOTES TO FINANCIAL STATEMENTS
                       September 30, 1995


1.   ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

ORGANIZATION OF THE COMPANY
ATHENA Medical Corporation (the Company) is engaged in research, development
and commercialization of female health care products. The Company reported
initial sales of its Fresh 'n Fit-trademark- interlabial pad (the Padette)
during the second quarter of 1995. The Company did not report sales for
fiscal 1994.

BASIS OF PRESENTATION
The balance sheets as of September 30, 1995 and 1994, and the statements of
operations and of cash flows for the nine months ended September 30, 1995 and
1994, have been prepared by ATHENA and are unaudited. In the opinion of
management, all adjustments necessary for a fair statement of the financial
position, results of operations and cash flows as of September 30, 1995 and
1994, and for the periods then ended, have been made.

PER SHARE DATA
The net loss per share was computed by dividing net loss by the weighted
average number of shares of ATHENA outstanding during the periods. Warrants
and options outstanding are not included as the effect would be anti-dilutive.

INVENTORY
Inventory consists of materials and is valued at the lower of cost or market.
Cost is on a first-in, first-out basis.

EQUIPMENT, FURNITURE AND LEASEHOLD IMPROVEMENTS
Equipment, furniture and leasehold improvements are recorded at cost, except
for assets acquired in the 1994 acquisition of Xtramedics, Inc. which were
recorded at fair market value. For financial reporting purposes,
depreciation, including amortization of capitalized leases, is calculated
using the straight-line method over the estimated useful lives ranging from
three to ten years. Maintenance and repair costs are expensed as incurred.

PATENTS AND LICENSES
Patents and licenses are recorded at cost, except for patents and licenses
acquired in the acquisition noted above which were recorded at estimated fair
market value, net of amortization. Costs are amortized over the remaining
useful lives ranging from one to twelve years.

                                 Page 5

<PAGE>



INCOME TAXES
The Company accounts for income taxes in accordance with Statement of
Financial Accounting Standards No. 109, "Accounting for Income Taxes" (SFAS
109). Under SFAS 109, deferred tax assets and liabilities are recorded based
on the tax effected differences between the tax bases of assets and
liabilities and their carrying amounts for financial reporting purposes,
using enacted marginal income tax rates. There are no deferred tax balances
at September 30, 1995 and 1994, due to ATHENA's cumulative net operating
losses.

STATEMENTS OF CASH FLOWS
For purposes of the statements of cash flows, the Company considers all
instruments with a maturity of three months or less, when purchased, to be
cash equivalents.

2.   INVENTORY

   Inventory consists of the following:

                          1995       1994

       Raw Materials    $42,786    $10,500
       Work In Process    4,862      --
       Finished Goods    44,052      --
                        -------    -------
                        $91,700    $10,500
                        -------    -------
                        -------    -------

3.   RELATED PARTY TRANSACTIONS

Under terms of a licensing agreement, the Company assumed an obligation to
pay royalties to an investor (who is a noncontrolling stockholder) based on
varying percentages of up to five percent of net sales of certain products
through 1997. The Company has rights under the licensing agreement for
another three years from January 1, 1995.

4.   COMMON STOCK OPTIONS AND WARRANTS

Under the provisions of its 1994 Incentive and Non-Qualified Stock Option
Plan (the Plan), the Company has reserved 3,300,000 shares of its common
stock for issuance under qualified options, non-qualified options, stock
appreciation rights, and other awards as set forth in the Plan. The Incentive
Plan provides for administration by a committee comprised of not less than
two members of the Company's Board of Directors. Such committee (or the Board
of Directors in its absence) determines the number of shares, option price,
duration and other terms of the options granted under the Plan. Qualified
options are available for award to employees of the Company. Non-qualified
options are available for issuance to consultants, advisors and others having
a relationship with the Company, on terms determined by the committee.

As of September 30, 1995 and since the Plan's inception, options for a total
of 2,164,030 shares have been awarded, 13,500 have been exercised, and
2,150,530 are outstanding. Of the number awarded

                                 Page 6

<PAGE>

and outstanding, 1,927,780 are qualified stock options, and 222,750
are non-qualified stock options. There were no options granted,
exercised or surrendered during the quarter ended September 30,
1995.

The following summarizes outstanding options for shares of the
Company's Common Stock as of the quarter ended September 30, 1995:

                                          QUALIFIED STOCK OPTIONS

<TABLE>
<CAPTION>

Titles of Securities                                                                   Weighted Average
Issuable: Common Stock                            Shares Under Option          Exercise Price Per Share
------------------------------------------      -----------------------     ----------------------------
<S>                                               <C>                         <C>
Number exercisable at September 30, 1995              1,466,780                       $0.60

Number exercisable thereafter                           461,000                       $3.85

</TABLE>

                                          NON-QUALIFIED STOCK OPTIONS

<TABLE>
<CAPTION>

Titles of Securities                                                                   Weighted Average
Issuable: Common Stock                            Shares Under Option          Exercise Price Per Share
------------------------------------------      -----------------------     ----------------------------
<S>                                              <C>                          <C>
Number exercisable at September 30, 1995                 27,750                       $2.99

Number exercisable thereafter                           195,000                       $3.13

</TABLE>



As of September 30, 1995 warrants for an aggregate 2,723,300 shares
have been awarded, including warrants for an aggregate 200,000
shares awarded during the quarter. There were no warrants exercised
or surrendered during the quarter ended September 30, 1995.

The following table summarizes warrants outstanding for the
purchase of shares of the Company's Common Stock as of the quarter
ended September 30, 1995:

                                             WARRANTS

<TABLE>
<CAPTION>

Titles of Securities                              Shares Subject                       Weighted Average
Issuable: Common Stock                              to Warrants                Exercise Price Per Share
------------------------------------------      -----------------------     ----------------------------
<S>                                               <C>                         <C>

Number exercisable at September 30, 1995              2,501,633                       $1.36

Number exercisable thereafter                           271,667                       $1.54

</TABLE>


5.   INCOME TAXES

As of September 30, 1995, the Company has federal net operating loss
carryforwards of approximately $1.2 million. If not applied against future
taxable income, the federal net operating loss carryforwards will expire in
the years 2001 through 2010. Changes in the Company's ownership have caused
an annual limitation in the amount of carryforwards that can be utilized. As
of September 30, 1995, the Company has net deferred tax assets of
approximately $3.0 million primarily resulting from deferred start-up costs
and net operating loss carryforwards. In accordance with SFAS 109, a
valuation allowance was recorded to reduce net deferred tax assets to zero.

                                   Page 8

<PAGE>



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

Since  its  inception, the Company has been primarily engaged  in the
research, development, testing and commercialization of  the Padette
Interlabial Pad (the Padette-trademark-) and, to a lesser  degree, other
products. During the second quarter of fiscal  year  1995, the Company
resumed manufacturing of the Padette. The Company had no  significant  sales
of  the Padette  or  other  revenue  from operations  through the third
quarter of fiscal year  1995.   The Company  had  no  sales  of  products  or
other  revenues   from operations  in  fiscal year 1994.  Management can
not  presently predict revenues from the Padette or products of the Company.

The  Company's manufacturing facility is complete and capable  of supplying
anticipated  demand through  first  quarter  1996.  In addition, the Company
is in the process of increasing capacity to meet  the anticipated increases
in future quarters. The increased capacity  will result from the planned
addition of two  state-of-the-art  manufacturing  lines, a second  horizontal
cutting  and wrapping  machine  and a high speed cartoner  during  the
fourth quarter  of  fiscal  year  1995. These  manufacturing  lines  are
presently  being designed and built by an independent engineering firm.
During  third  quarter of fiscal year  1995,  the  Company enhanced  its
manufacturing capabilities with the addition  of  a modern, high speed,
horizontal cutting and wrapping machine.

At September  30, 1995, the Company had cash and cash equivalents of
$3,425,588 and working capital of $3,488,093. During December 1994,  the
Company  entered into a $6,000,000  debt  and  equity financing  agreement
with  a group  of  private  investors  (the December  1994 Financing). As of
June 30, 1995, all of the  stock and  convertible  debentures had been issued
in exchange  for  $6 million.   Under  the  terms  of  the  December  1994
Financing agreement, as amended, the debentures were converted, at the rate
of  one  share for each $2.00 of debentures, into shares  of  the Company's
Common Stock on June 28, 1995.  Management intends  to allocate
approximately $4 million of the funds provided  by  the December  1994
Financing  to production  and  marketing  of  the Padette.

The  December 1994 Financing provided the Company with sufficient funds  to
introduce the Padette to one regional market in  early 1996 and pursue its
other plans for fiscal year 1995. The Company will need to pursue additional
sources of debt and equity funding in  order  to  introduce  the  Padette  to
other  markets.   The Company's  ability to raise additional funds may be
dependent  on the first quarter of fiscal year 1996 product rollout.

PLANS FOR THE PADETTE--TWELVE MONTHS
In  February 1995 the Company completed the construction  of  its
manufacturing  facility, including installation of equipment,  in proximity
to  the  Company's headquarters in  Portland,  Oregon. Production during
third quarter of fiscal year 1995 was  used  to meet  the sample and direct
marketing sales needs for the Company through  1995,  preparation of the
first quarter of  fiscal  year 1996  retail rollout and anticipated sales
orders resulting  from the Company's marketing efforts.

As of June 30, 1995, the Company had shipped 1.2 million Padettes to  a
Chinese  distributor  and has  received  partial  payment. Additional
anticipated orders have not  yet  materialized.   The Company continues
to   explore   international    marketing opportunities.   There can be no
assurances,  however,  that  the Company's international marketing efforts
will be successful.

The  Company's sales and marketing strategy includes  a  regional United
States  rollout  of the Padette beginning  in  the  first quarter  of fiscal
year 1996. The southeast region of the  United States


                                 Page 8

<PAGE>

has  been identified for the initial rollout.  Management intends  to
utilize a direct marketing approach in its  regional rollout of the Padette.

PLANS FOR OTHER PRODUCTS - TWELVE MONTHS
The  Company continues to develop the Tampette-trademark- collection device
and  the  AWARE-trademark-  pregnancy  test  (the  Pregnancy  Test).  The
remaining  development costs are not expected to exceed $135,000. Marketing
efforts  and  revenues are  not  expected  for  either product  line  in
fiscal  year 1995. The  Company  believes  the December 1994 Financing has
provided sufficient funds to  fulfill its research and development goals for
1995.

STAFFING PLAN - TWELVE MONTHS
The Company has fifteen full-time and four part-time employees as of
September 30, 1995 and is pursuing employment of a small number of additional
employees and consultants as necessary. The Company intends to contract with
or hire appropriate personnel as business demands require.

                   PART II - OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

The  settlement and release with Mark T. Waller referenced  in  the Company's
Form  10-QSB for second quarter 1995 occurred  in  third quarter 1995. The
warrants issued to Mr. Waller and his attorney as part  of  that settlement
are referenced in note 3 to the Company's financial statements, above.

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

There  were  no  matters submitted to a vote  of  security  holders during
the quarter ended September 30, 1995.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

   a) Exhibits

      A Financial Data Schedule is being submitted as an exhibit to the
      electronic filing of this report, but not as an exhibit to this
      document.

   b) Reports on Form 8-K

      No report on Form 8-K was to be filed by the Company during the
      quarter ended September 30, 1995.


                                    Page 9

<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.

ATHENA Medical Corporation


                                        S/WILLIAM H. FLEMING
                                       -------------------------------------

Date:  November 14, 1995                William H. Fleming
                                        President & Chief Operating Officer



                                        S/DAVID S. PORTER
                                       -------------------------------------

Date:  November 14, 1995                David S. Porter
                                        Acting Chief Financial Officer


                                     Page 10