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 March 31, 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 March 31, 2005 and December 31, 2004...........2

           Statement of Operations for the three months ended
           March 31, 2005 and 2004.............................................3

           Statement of Cash Flows for the three months ended
           March 31, 2005 and 2004.............................................4

           Notes to Condensed 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...................................................9

ITEM 2.    Unregistered Sales of Equity Securities; Use of Proceeds
           and Purchases of Equity Securities..................................9

ITEM 3.    Defaults on Senior Securities.......................................9

ITEM 4.    Submission of Matters to a Vote of Security Holders.................9

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

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

Signatures....................................................................11



<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.    FINANCIAL STATEMENTS

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

           Statement of Operations for the three months ended
           March 31, 2005 and 2004.............................................3

           Statement of Cash Flows for the three months ended
           March 31, 2005 and 2004.............................................4

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



<PAGE>

                            A-FEM MEDICAL CORPORATION
                                 BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                                   As of
                                                                          March 31       December 31
                                                                        -----------------------------
                                                                            2005             2004
ASSETS                                                                   (unaudited)
                                                                        ------------     ------------
<S>                                                                     <C>              <C>
CURRENT ASSETS
     Cash and cash equivalents                                          $     66,868     $    108,471
     Prepaid Expenses                                                          7,693           10,990
     Deposits                                                                    585              585
                                                                        ------------     ------------
        Total Current Assets                                            $     75,146     $    120,046
                                                                        ------------     ------------
OTHER ASSETS
     Patents & Licenses-Net of Amortization                             $     66,347     $     67,553
                                                                        ------------     ------------
        Total Other Assets                                              $     66,347     $     67,553
                                                                        ------------     ------------
TOTAL ASSETS                                                            $    141,493     $    187,599
                                                                        ============     ============

LIABILITIES AND STOCKHOLDERS' DEFICIT

CURRENT LIABILITIES
     Short-Term Loans Payable                                           $     52,500     $     52,500
     Note Payable                                                            400,000          400,000
     Accrued Payroll                                                         123,156          123,156
     Accounts Payable                                                        146,211          146,211
                                                                        ------------     ------------
                                                                        $    721,867     $    721,867
                                                                        ------------     ------------
        Total Current Liabilities

COMMITMENTS AND CONTINGENCIES                                                     --               --
                                                                        ------------     ------------

STOCKHOLDERS' DEFICIT
     Preferred Stock, Series A Convertible, $0.01 par value;
         9,750,000 shares authorized, 7,492,135 shares issued
         and outstanding                                                $     74,921     $     74,921
     Common stock, $0.01 par value;
        75,000,000 shares authorized; 13,906,198
        shares issued and outstanding                                   $    139,061     $    139,061
     Additional paid-in capital                                           20,980,915       20,980,915
     Accumulated deficit                                                 (21,775,271)     (21,729,165)
                                                                        ------------     ------------
        Total Stockholders' Deficit                                     $   (580,374)    $   (534,268)
                                                                        ------------     ------------
TOTAL LIABILITIES AND STOCKHOLDERS' DEFICIT                             $    141,493     $    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 Three Months
                                                           Ended March 31,
                                                         2005            2004
                                                     (unaudited)      (unaudited)
                                                     ------------     ------------
<S>                                                  <C>              <C>
License Income                                       $     12,841     $     27,841
                                                     ------------     ------------

GENERAL AND ADMINISTRATIVE EXPENSES
     Professional fees                               $     11,361     $     13,315
     Research & Development                                33,016           24,925
     General and administrative                            14,570            1,077
                                                     ------------     ------------
        Total Expenses                               $     58,947     $     39,317
                                                     ------------     ------------
INCOME (LOSS) FROM OPERATIONS                        $    (46,106)    $    (11,476)
                                                     ------------     ------------
LOSS BEFORE INCOME TAXES                             $    (46,106)    $    (11,476)
                                                     ------------     ------------
NETLOSS                                              $    (46,106)    $    (11,476)
                                                     ------------     ------------
Net Income                                           $    (46,106)    $    (11,476)
                                                     ============     ============

BASIC & DILUTED LOSS PER COMMON SHARE                $        Nil     $        Nil
                                                     ------------     ------------

BASIC & DILUTED WEIGHTED AVERAGE NUMBER OF
     COMMON SHARES OUTSTANDING                         13,906,198       10,721,558
                                                     ============     ============

DILUTED WEIGHTED AVERAGE NUMBER OF
     COMMON SHARES OUTSTANDING                         13,906,198       10,721,588
                                                     ============     ============

</TABLE>


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


                                       3


<PAGE>


                            A-FEM MEDICAL CORPORATION
                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                                           For Three Months
                                                            Ended March 31,
                                                     -----------------------------
                                                         2005            2004
                                                     (unaudited)      (unaudited)
                                                     ------------     ------------
<S>                                                  <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
     Net income (loss)                               $      #REF!     $    (11,476)
     Adjustments to reconcile net income (loss)
       to net cash provided (used) by
       operating activities:
               Depreciation and amortization                1,206                -
               Prepaid expenses                             3,297                -
                                                     ------------     ------------
Net cash provided (used) by operating activities     $      4,503     $    (11,476)
                                                     ------------     ------------

CASH FLOWS FROM INVESTING ACTIVITIES:                     (46,106)
     Sale of marketable securities                              -                -
                                                     ------------     ------------
Net cash provided by investing activities                       -                -
                                                     ------------     ------------
CASH FLOWS FROM FINANCING ACTIVITIES:                           -                -
                                                     ------------     ------------
INCREASE iN CASH AND CASH EQUIVALENTS                $    (41,603)    $    (11,476)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD            108,471           20,426
                                                     ------------     ------------

CASH AND CASH EQUIVALENTS, END OF PERIOD             $     66,868     $      8,950
                                                     ============     ============

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
March 31, 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 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 ended March 31, 2005 and 2004. Stock options
for the purchase of 210,000 shares at March 31, 2005 and 2004, respectively, and
warrants for the purchase of 1,244,943 and 288,070 shares at March 31, 2005 and
2004, 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 March 31, 2005 were not included in 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 Account 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 not yet determined the impact of the adoption of the statement.


                                       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.   Subsequent Events

     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.

     On April 8, 2005, the board of directors of A-Fem Medical Corporation
appointed Mr. Walter Witoshkin as its president and chief executive officer and
as a member of its board of directors.

     On May 31, 2005, each of the current members of the Company's board, with
the exception of Mr. Witoshkin, officially resigned after acknowledging that the
term of his or her respective appointment had expired. The resigning directors
were James Reinmuth, Ph.D., James Wilson, Rosanna Sevick, Merry Disney and
William Fleming, Ph.D. After the resignations, Dr. Fleming was subsequently
re-appointed to the board of directors of the Company.


                                       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 for the quarter ended March 31, 2005, were $12,841, as compared
to $27,841 for the quarter ended March 31, 2004. The sales were all from license
revenue for the Rapid-Sense product, the decrease from 2004 to 2005 was the
result of expiration of a technology evaluation agreement.

     Research and development expense for the quarter ended March 31, 2005, was
$33,016, as compared to $24,925 for the same quarter of the prior year. The
current year expense reflects consulting expense, and ongoing contracted product
development.

     General and administrative expense was $14,570 for the quarter ended March
31, 2005, as compared to $1,077 for the same period in the prior year. The
current year expense reflects primarily the cost of an office and travel
expense.


                                       8
<PAGE>


     A-Fem's operating and net loss for the quarter ended March 31, 2005, was
$46,106 as compared to $11,476 for the same quarter of the prior year. This
increased loss reflects the additional expense of returning the Company to a
fully operating company.

LIQUIDITY AND CAPITAL RESOURCES

     As of March 31, 2005, A-Fem had cash and cash equivalents of $66,868.
A-Fem's net cash position decreased by $41,603 between December 31, 2004 and
March 31, 2005, as a result of funding current operating expenses.

     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 acting CEO and acting CFO, has assessed the effectiveness of
A-Fem's internal control over financial reporting as of March 31, 2005. Based on
our assessment we believe that as of March 31, 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 March 31, 2005
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.

                           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

     Not applicable.

ITEM 3.    DEFAULTS ON SENIOR SECURITIES

     Not applicable.


                                       9
<PAGE>


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.

   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 March 31, 2005, we filed the
following reports on Form 8-K:

     1.    Current Report on Form 8-K dated February 28, 2005 and filed on
           March 3, 2005.

     2.    Current Report on Form 8-K/A dated February 28, 2005 and filed on
           March 11, 2005.


                                       10
<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:   August 30, 2005                     By: /s/ William H. Fleming
                                                --------------------------------
                                            William H. Fleming, Acting CEO
                                            (Principal Executive Officer)


Date:   August 30, 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:   August 30, 2005                     By:/s/ William H. Fleming
                                            William H. Fleming, Director


<PAGE>


                                  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.