================================================================================


                     U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  FORM 10-QSB/A

                               (AMENDMENT NO. 1)

|X|   Quarterly Report Under Section 13 or 15 (d) of the SECURITIES EXCHANGE ACT
      OF 1934.

                  For the quarterly period ended March 31, 2006

                           Commission File No. 0-17119
                                               -------

                         QUANTRX BIOMEDICAL 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. |X|  Yes
                                                                   |_|  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 30,577,294 shares of our $0.01 par value common stock outstanding
as of May 2, 2006.

      Transitional Small Business Disclosure Format (check one):   |_|  Yes
                                                                   |X|  No


================================================================================

<PAGE>

                                EXPLANATORY NOTE

QuantRx Biomedical Corporation is filing this Amendment No. 1 to its Quarterly
Report on Form 10-QSB for the quarterly period ended March 31, 2006 (the "Form
10-QSB"), which was originally filed on May 15, 2006, solely to attach as
Exhibits 10.1 through and including 10.6 copies of the agreements (and
amendments thereto) executed in connection with QuantRx' investment in
FluoroPharma, Inc., which is described herein.

                         PART I - FINANCIAL INFORMATION

ITEM 1.   Financial Statements

          Balance sheets as of March 31, 2006 and December 31, 2005...........4

          Statements of Operations for the three
          months ended March 31, 2006 and 2005................................5

          Statements of Cash Flows for the three
          months ended March 31, 2006 and 2005................................6

          Condensed Notes to the Financial Statements.........................7

ITEM 2.   Management's Discussion and Analysis of Financial Conditions
          and Results of Operations..........................................15

ITEM 3.   Controls and Procedures............................................16


                           PART II - OTHER INFORMATION

ITEM 1.   Legal Proceedings..................................................17

ITEM 2.   Unregistered Sales of Equity Securities; Use of Proceeds
          and Purchases of Equity Securities.................................17

ITEM 3.   Defaults on Senior Securities......................................17

ITEM 4.   Submission of Matters to a Vote of Security Holders................18

ITEM 5.   Other Information..................................................18

ITEM 6.   Exhibits and Reports on Form 8-K...................................19

Signatures...................................................................20


                                       2
<PAGE>

                         PART I - FINANCIAL INFORMATION

CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING INFORMATION

THIS QUARTERLY REPORT ON FORM 10-QSB, INCLUDING EXHIBITS HERETO, CONTAINS
FORWARD-LOOKING STATEMENTS WITHIN THE MEANING OF SECTION 27A OF THE SECURITIES
ACT OF 1933, AS AMENDED, AND SECTION 21E OF THE SECURITIES EXCHANGE ACT OF 1934,
AS AMENDED. THESE FORWARD-LOOKING STATEMENTS ARE TYPICALLY IDENTIFIED BY THE
WORDS "ANTICIPATES," "BELIEVES," "EXPECTS," "INTENDS," "FORECASTS," "PLANS,"
"ESTIMATES," "MAY," "FUTURE," "STRATEGY," OR WORDS OF SIMILAR MEANING. VARIOUS
FACTORS COULD CAUSE ACTUAL RESULTS TO DIFFER MATERIALLY FROM THOSE EXPRESSED IN
THE FORWARD-LOOKING STATEMENTS; INCLUDING THOSE DESCRIBED IN "RISK FACTORS" IN
OUR ANNUAL REPORT ON FORM 10-KSB FOR THE YEAR ENDED DECEMBER 31, 2005. WE ASSUME
NO OBLIGATIONS TO UPDATE THESE FORWARD-LOOKING STATEMENTS TO REFLECT NEW
INFORMATION, ACTUAL RESULTS, CHANGES IN ASSUMPTIONS, OR CHANGES IN OTHER
FACTORS, EXCEPT AS REQUIRED BY LAW.

ITEM 1. Financial Statements

      The unaudited financial statements of QuantRx Biomedical Corporation as of
March 31, 2006 are attached hereto. Our financial statements are stated in
United States Dollars and are prepared in accordance with United States
Generally Accepted Accounting Principles. It is the opinion of management that
the interim financial statements for the three months ended March 31, 2006
includes all adjustments necessary in order to ensure that the financial
statements are not misleading. These financial statements should be read in
conjunction with the financial statements and notes to financial statements
included in the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2005.


                                       3
<PAGE>

QUANTRX BIOMEDICAL CORPORATION
BALANCE SHEETS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                  March 31,
                                                                    2006             December 31,
                                                                (unaudited)              2005
                                                               --------------       --------------
<S>                                                            <C>                  <C>
ASSETS

Current Assets:
          Cash and cash equivalents                            $    2,599,709       $      990,523
          Accounts receivable                                           4,280                   --
          Prepaid expenses                                             58,181              131,745
          Deferred financing costs, net                               342,009              124,134
          Deposits                                                      2,362                2,362
                                                               --------------       --------------
             Total Current Assets                                   3,006,541            1,248,764
                                                               --------------       --------------

          Investments                                               1,566,023                   --
          Equipment, net                                               15,482               10,437
          Intangible assets, net                                       61,523               62,729
                                                               --------------       --------------

             Total Assets                                      $    4,649,569       $    1,321,930
                                                               ==============       ==============


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
          Accounts payable                                     $      808,093       $      126,408
          Accrued expenses                                            105,800               85,400
          Convertible notes payable, net of discount                  845,171               26,907
          Loans payable                                                28,500               28,500
                                                               --------------       --------------
             Total Current Liabilities                              1,787,564              267,215
                                                               --------------       --------------

Commitments and Contingencies                                              --                   --

Stockholders' Equity:
          Convertible preferred stock - $0.01 par value;
             25,000,000 shares authorized;                                 --               81,411
             Series A shares 9,750,000 designated - 0 and
             8,141,147 shares issued and outstanding,
             respectively
          Common stock - $0.01 par value;
             75,000,000 shares authorized;                            305,372              182,397
             30,537,294 and 18,239,773 shares issued and
             outstanding, respectively
          Additional paid-in capital                               26,943,158           23,612,630
          Accumulated deficit                                     (24,386,525)         (22,821,723)
                                                               --------------       --------------
             Total Stockholders' Equity                             2,862,005            1,054,715
                                                               --------------       --------------

             Total Liabilities and Stockholders' Equity        $    4,649,569       $    1,321,930
                                                               ==============       ==============
</TABLE>

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


                                       4
<PAGE>

QUANTRX BIOMEDICAL CORPORATION
STATEMENTS OF OPERATIONS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                            Three Months Ended March 31,
                                                                        -----------------------------------
                                                                             2006                  2005
                                                                         (unaudited)           (unaudited)
                                                                        --------------       --------------
<S>                                                                     <C>                  <C>
Revenues from licensing                                                 $       12,841       $       12,841
                                                                        --------------       --------------

Operating expenses:
      Sales and marketing                                                       84,978                   --
      General and administrative                                               222,827               13,364
      Professional fees                                                        259,709               11,361
      Research and development                                                  35,253               33,016
      Amortization                                                               1,206                1,206
      Depreciation                                                               1,236                   --
                                                                        --------------       --------------
          Total operating expenses                                             605,209               58,947
                                                                        --------------       --------------

Loss from operations                                                          (592,368)             (46,106)
                                                                        --------------       --------------

Other income (expense):
      Interest income                                                            2,663                   --
      Interest expense                                                         (64,459)                  --
      Amortization of debt discount to interest expense                       (818,264)                  --
      Amortization of deferred financing costs to interest expense             (92,374)                  --
                                                                        --------------       --------------
          Total other income (expense)                                        (972,434)                  --
                                                                        --------------       --------------

Loss before income taxes                                                    (1,564,802)             (46,106)

      Provision for income taxes                                                    --                   --
                                                                        --------------       --------------

Net loss                                                                $   (1,564,802)      $      (46,106)
                                                                        ==============       ==============

Basic and diluted net loss per common share:
      Basic                                                             $        (0.06)      $          nil
                                                                        ==============       ==============

      Diluted                                                           $        (0.06)      $          nil
                                                                        ==============       ==============

Weighted average shares used in per share calculation:
      Basic                                                                 24,661,539           13,906,198
      Diluted                                                               24,661,539           13,906,198
</TABLE>

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


                                       5
<PAGE>

QUANTRX BIOMEDICAL CORPORATION
STATEMENTS OF CASH FLOWS
--------------------------------------------------------------------------------

<TABLE>
<CAPTION>
                                                                                             Three Months Ended March 31,
                                                                                        -------------------------------------
                                                                                              2006                   2005
                                                                                          (unaudited)           (unaudited)
                                                                                        ---------------       ---------------
<S>                                                                                     <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                                         $    (1,564,802)      $       (46,106)
       Adjustments to reconcile net loss to net cash used by operating activities:
           Depreciation and amortization                                                          2,442                 1,206
           Interest expense related to amortization of non-cash discount,
           non-cash beneficial conversion feature and deferred financing costs                  910,638                    --
           Non-cash stock-based compensation expense                                             16,613                    --
           (Increase) decrease in:
                Accounts receivable                                                              (4,280)                   --
                Prepaid expenses                                                                 73,564                 3,297
           Increase (decrease) in:
                Accounts payable                                                                 75,663                    --
                Accrued expenses                                                                 20,400                    --
                                                                                        ---------------       ---------------

           Net cash used by operating activities                                               (469,762)              (41,603)
                                                                                        ---------------       ---------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchase of fixed assets                                                                  (6,282)                   --
       Purchase of investment                                                                (1,566,023)                   --
       Increase in payables relating to investment acquired                                     566,023                    --
                                                                                        ---------------       ---------------

           Net cash used by investing activities                                             (1,006,282)                   --
                                                                                        ---------------       ---------------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from exercise of warrants to common stock                                        57,430                    --
       Proceeds from issuance of convertible notes                                            3,155,000                    --
       Cash financing costs due for issuance of convertible notes                              (167,200)                   --
       Increase in payables for debt issuance costs                                              40,000                    --
                                                                                        ---------------       ---------------

           Net cash provided by financing activities                                          3,085,230                    --
                                                                                        ---------------       ---------------

       Net increase (decrease) in cash and cash equivalents                                   1,609,186               (41,603)

       Cash and cash equivalents, beginning of period                                           990,523               108,471
                                                                                        ---------------       ---------------

       Cash and cash equivalents, end of period                                         $     2,599,709       $        66,868
                                                                                        ===============       ===============

Supplemental cash flow disclosures:
       Interest expense paid in cash                                                    $           314       $            --
       Income tax paid                                                                  $            --       $            --

Supplemental disclosure of non-cash activities:
       Fair value of warrants issued to placement agents for debt financing costs       $       143,049       $            --
       Fair value of warrants issued with convertible notes                             $     1,131,663       $            --
       Fair value of embedded beneficial conversion derivative feature                  $     2,023,337       $            --

</TABLE>

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


                                       6
<PAGE>

QUATNTRX BIOMEDICAL CORPORATION
CONDENSED NOTES TO FINANCIAL STATEMENTS
March 31, 2006

Organization of the Company and Significant Accounting Policies

Organization

      QuantRx Biomedical Corporation (the "Company" or "QuantRx") 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.

      QuantRx is a biomedical company that is committed to the research,
development, acquisition and commercialization, directly or in collaboration
with other commercial partners, of proprietary medical technology platforms and
products for diagnostics and treatment of medical needs.

      The Company has developed three proprietary platforms: The Miniform, a
disposable technology with current applications in the incontinence and
hemorroidal over-the-counter (OTC) markets; Rapid-Sense(R), a point-of-care
diagnostic technology; and, PadKit(R), a diagnostic sample collection
technology. Our strategy is to commercialize our products through partners or
distributors, contracting the manufacturing to third parties while maintaining
control over the manufacturing process.

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
QuantRx pursuant to the rules and regulations of the SEC. 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 QuantRx 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 the Company's Annual Report on Form 10-KSB for the year ended
December 31, 2005.

2.    Net Loss Per Share

      The Company computes net income (loss) per common share in accordance with
Statement of Financial Accounting Standards No. 128, "Earnings per Share." Net
income (loss) per share is based upon the weighted average number of outstanding
common shares and the dilutive effect of common stock equivalents, such as
options and warrants to purchase common stock, convertible preferred stock and
convertible notes, if applicable, that are outstanding. Basic and diluted
earnings per share were the same at the reporting dates of the accompanying
financial statements, as including


                                       7
<PAGE>

common stock equivalents in the calculation of diluted earnings per share
would have been antidilutive.

      As of March 31, 2006, the Company had 1,060,000 common stock options,
3,657,747 common stock warrants, and convertible debt of $4,030,000 subject to
beneficial conversion of 4,030,000 shares outstanding. The above options,
warrants, and convertible securities were deemed to be antidilutive for the
Company's quarter ending March 31, 2006.

      As of March 31, 2005, the Company had 210,000 common stock options,
1,795,413 common stock warrants, 7,492,135 shares of convertible preferred stock
and 1,204,012 preferred stock warrants (convertible into an aggregate of
13,044,221 common shares) outstanding. The above options, warrants, and
convertible securities were deemed to be antidilutive for the Company's quarter
ending March 31, 2005.

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 March 2006, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 156, "Accounting for Servicing of
Financial Assets, an Amendment of FASB Statement No. 140," (hereinafter "SFAS
No. 156"). This statement requires an entity to recognize a servicing asset or
servicing liability each time it undertakes an obligation to service a financial
asset by entering into a servicing contract in any of the following situations:
a transfer of the servicer's financial assets that meets the requirements for
sale accounting; a transfer of the servicer's financial assets to a qualifying
special-purpose entity in a guaranteed mortgage securitization in which the
transferor retains all of the resulting securities and classifies them as either
available-for-sale securities or trading securities; or an acquisition or
assumption of an obligation to service a financial asset that does not relate to
financial assets of the servicer or its consolidated affiliates. The statement
also requires all separately recognized servicing assets and servicing
liabilities to be initially recorded at fair value, if practicable and permits
an entity to choose either the amortization or fair value method for subsequent
measurement of each class of servicing assets and liabilities. The statement
further permits, at its initial adoption, a one-time reclassification of
available-for-sale securities to trading securities by entities with recognized
servicing rights, without calling into question the treatment of other
available-for-sale securities under Statement No. 115, provided that the
available-for-sale securities are identified in some manner as offsetting the
entity's exposure to changes in fair value of servicing assets or servicing
liabilities that a servicer elects to subsequently measure at fair value and
requires separate presentation of servicing assets and servicing liabilities
subsequently measured at fair value in the statement of financial position and
additional disclosures for all separately recognized servicing assets and
servicing liabilities. This statement is effective for fiscal years beginning
after September 15, 2006, with early adoption permitted as of the beginning of
an entity's fiscal year. Management believes the adoption of this statement will
have no impact on the Company's financial condition or results of operations.


                                       8
<PAGE>

      In February 2006, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 155, "Accounting for Certain
Hybrid Financial Instruments, an Amendment of FASB Standards No. 133 and 140,"
(hereinafter "SFAS No. 155"). This statement established the accounting for
certain derivatives embedded in other instruments. It simplifies accounting for
certain hybrid financial instruments by permitting fair value remeasurement for
any hybrid instrument that contains an embedded derivative that would otherwise
require bifurcation under SFAS No. 133 as well as eliminating a restriction on
the passive derivative instruments that a qualifying special-purpose entity may
hold under SFAS No. 140. This statement allows a public entity to irrevocably
elect to initially and subsequently measure a hybrid instrument that would be
required to be separated into a host contract and derivative in its entirety at
fair value (with changes in fair value recognized in earnings) so long as that
instrument is not designated as a hedging instrument pursuant to the statement.
SFAS No. 140 previously prohibited a qualifying special-purpose entity from
holding a derivative financial instrument that pertains to a beneficial interest
other than another derivative financial instrument. This statement is effective
for fiscal years beginning after September 15, 2006, with early adoption
permitted as of the beginning of an entity's fiscal year. Management believes
the adoption of this statement will have no impact on the Company's financial
condition or results of operations.

      In May 2005, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 154, "Accounting Changes and Error
Corrections," (hereinafter "SFAS No. 154") which replaces Accounting Principles
Board Opinion No. 20, "Accounting Changes", and SFAS No. 3, "Reporting
Accounting Changes in Interim Financial Statements - An Amendment of APB Opinion
No. 28". SFAS No. 154 provides guidance on accounting for and reporting changes
in accounting principle and error corrections. SFAS No. 154 requires that
changes in accounting principle be applied retrospectively to prior period
financial statements and is effective for fiscal years beginning after December
15, 2005. The Company does not expect SFAS No. 154 to have a material impact on
its consolidated financial position, results of operations, or cash flows.

      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. The Company has determined that the
adoption of the statement had no immediate impact on the Company's financial
condition or results of operations.

      In December 2004, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 123 (R), "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,


                                       9
<PAGE>

      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. The Company has adopted SFAS 123 (R) and as
of March 31, 2006 recognized an expense related to stock based compensation of
$16,613.

5.    Related Party Transactions

      William Fleming, an officer who is also a member of the Company's board of
directors served as a consultant to the Company on various business, strategic,
and technical issues. The Company paid and expensed a total of $28,400 for these
services in the first quarter of 2005 and $0 in the first quarter of 2006,
respectively. In addition to the fees, reimbursable travel expenses were also
paid under this contract. The total amount paid for these expenses was $6,663 in
the first quarter of 2005 and $0 in the first quarter of 2006. This was a
temporary arrangement while the Company was setting up its banking, credit card
company, and payroll service company relationships.

      Shalom Hirschman, a member of the Company's board of directors serves as a
consultant to the Company on various business, strategic, and technical issues.
The Company entered into an agreement for these services in 2005, prior to his
appointment to the board. Fees paid and expensed for these services by the
Company during the quarter ended March 31, 2006 were $12,000. The agreement was
entered into subsequent to the quarter ended March 31, 2005, therefore there was
no expense related to this agreement in the quarter ended March 31, 2005.

      Shalom Hirschman, a member of the Company's board of directors was issued
500,000 common stock warrants in the first quarter of 2005, prior to his
appointment to the board. The warrants have an exercise price of $0.01. The
warrants were issued pursuant to an agreement to secure financing for the
Company.

      The Company has a temporary arrangement in which it leases office space
from Trident Group, LLC, of which Walter Witoshkin, the current chief executive
officer of the Company, is a principal. In addition to a monthly rental payment
for office space, the Company reimburses Trident for related office expenses.
The Company entered into the agreement in the second quarter of 2005. The total
amount expensed by the Company under this arrangement for the quarter ended
March 31, 2006 was $3,723. The arrangement commenced after the quarter ended
March 31, 2005, therefore there was no expense related to this arrangement for
the quarter ended March 31, 2005.

6.    Other Balance Sheet Information

Components of selected captions in the accompanying balance sheets consist of:


                                       10
<PAGE>

<TABLE>
<CAPTION>
                                                                   March 31, 2006         December 31, 2005
                                                                  -----------------       ------------------
<S>                                                               <C>                     <C>
Prepaid expenses:
Prepaid consulting - affiliate                                    $          25,136       $           81,694
Prepaid insurance                                                            16,210                   25,478
Prepaid legal                                                                15,000                   15,000
Prepaid rent                                                                  1,189                    2,014
Prepaid travel                                                                   --                    6,691
Other                                                                           646                      868
                                                                  -----------------       ------------------

Prepaid expenses                                                  $          58,181       $          131,745
                                                                  =================       ==================

Deferred financing costs:
Deferred financing costs                                          $         438,164       $          127,915
Less: accumulated amortization                                               96,155                    3,781
                                                                  -----------------       ------------------

Deferred financing costs, net                                     $         342,009       $          124,134
                                                                  =================       ==================

Equipment:
Computers and office equipment                                    $          18,845       $           12,564
Less: accumulated depreciation                                                3,363                    2,127
                                                                  -----------------       ------------------

Equipment, net                                                    $          15,482       $           10,437
                                                                  =================       ==================

Short-term convertible notes payable, net:
Short-term convertible notes payable                              $       4,030,000       $          875,000
Less: discount for warrants and conversion feature, net                   3,184,829                  848,093
                                                                  -----------------       ------------------

Short-term convertible notes payable, net                         $         845,171       $           26,907
                                                                  =================       ==================

Accrued expenses:
Professional fees                                                 $          97,100       $           72,200
Other                                                                         8,700                   13,200
                                                                  -----------------       ------------------

Accrued expenses                                                  $         105,800                   85,400
                                                                  =================       ==================
</TABLE>


                                       11
<PAGE>

7.    Investment in FluoroPharma, Inc.

      In March 2006, QuantRx purchased 1,096,170 shares of FluoroPharma, Inc.
common stock for $1,566,023. As of March 31, 2006, QuantRx owned approximately
34% of the issued and outstanding common shares of FluoroPharma. FluoroPharma,
Inc. is a privately held molecular imaging company based in Boston,
Massachusetts, which is engaged in the discovery, development and
commercialization of proprietary products for the positron emission tomography.
The investment in FluoroPharma is intended to strategically expand QuantRx's
diagnostic platforms.

      The investment in FluoroPharma is accounted for in accordance with the
equity method of accounting. Since FluoroPharma's liabilities exceeded assets on
the date of investment, the entire investment is recorded as equity method
goodwill. In accordance with Statement of Financial Accounting Standard No. 142,
"Goodwill and Other Intangible Assets," equity method goodwill is not amortized
or tested for impairment in accordance with this standard. QuantRx reviews the
equity method goodwill in accordance with Accounting Principles Board Opinion
No. 18, "The Equity Method of Accounting for Investments in Common Stock," under
which QuantRx would recognize an impairment loss when there is a loss in the
value of the equity method investment which is deemed to be other than a
temporary decline. No impairment was recognized in the first quarter of 2006.

      At March 31, 2006, FluoroPharma's condensed financial information was
estimated as follows: total assets, $1,130,000; total liabilities, $217,000;
stockholders' equity, $913,000; quarterly expenses and net loss, $430,000.

      Under the investment agreement, QuantRx may in the future acquire a
majority interest in FluoroPharma through a series of staged investments. Such
staged investments will take the form of cash at increasing valuations upon
FluoroPharma's achievement of certain milestones with respect to the successful
completion of Phase I and Phase II FDA trials for certain compounds being
developed by FluoroPharma. Any subsequent investment in FluoroPharma by QuantRx
will be consummated pursuant to the terms and subject to the conditions set
forth in separate definitive agreements.

      In connection with the purchase, QuantRx received an option to purchase an
additional 260,000 shares of FluoroPharma common stock at an exercise price of
$0.75. Additionally, FluoroPharma has outstanding options and warrants which, if
exercised together with our option would maintain our ownership percentage of
approximately 34%.

8.    Convertible Debt

      On February 15, 2006, the Company closed on $4,030,000 of 8% convertible
promissory notes to certain private accredited investors, of which $3,155,000
were issued in the quarter ended March 31, 2006, with the remainder issued in
2005. These notes are non-conventional convertible debts giving rise to a
related embedded derivative subject to net share settlement as an equity
derivative. Also, investors received vested warrants with a five year term to
purchase an aggregate of 854,500 shares of QuantRx common stock at an exercise
price of $1.50 valued at $1,339,694, of which 723,250 warrants valued at
$1,131,663 were issued in the quarter ended March 31, 2006, with the remainder
issued in 2005.


                                       12
<PAGE>

      In association with this debt, the Company issued warrants for services to
purchase 135,680 shares of common stock at $1.50 per share valued at $214,564,
of which 90,560 warrants valued at $143,049 were issued in the quarter ended
March 31, 2006, with the remainder issued in 2005. The Company also incurred
cash commissions of $223,600 in connection with the private placement to various
placement agents resulting in total deferred debt offering cost of $438,164, of
which $310,249 relates to the notes issued in the quarter ended March 31, 2006,
with the remainder related to notes issued in 2005.

      The outstanding principal and interest on the promissory notes is payable
by QuantRx on or before December 31, 2006. Interest on the outstanding principal
amount of the promissory notes will accrue at a rate of 8% per annum. The note
agreements contain provisions which would allow the Company to "net-share
settle" any payment of the principal of these notes and accrued interest. The
outstanding principal amount of the promissory notes and all accrued but unpaid
interest will automatically be exchanged into any of QuantRx's securities issued
in a qualified equity or equity based financing or combination of equity
financings with gross proceeds totaling at least $2,000,000. For purposes of
determining the number of equity securities, including warrants, to be received
by the holders of the 8% convertible promissory notes upon such exchange, such
holders will be deemed to have tendered 110% of the outstanding principal amount
of the promissory notes and all accrued but unpaid interest as payment of the
purchase price in such qualified financing. Upon such conversion, the holders
will automatically be deemed to be purchasers in the qualified financing, and
will be granted all rights afforded such purchasers. Upon consummation of the
qualified financing, the 8% convertible promissory notes will cease to exist,
and all of QuantRx's obligations under such promissory notes will terminate.

      In the event QuantRx does not complete a qualified financing, QuantRx will
repay the entire principal balance then outstanding on December 31, 2006.
Interest on the outstanding principal balance of the notes shall be computed on
the basis of the actual number of days elapsed and a year of three hundred and
sixty (360) days and shall be payable on the maturity date by the Company in
cash or, at the option of the Company, in shares of the Company's equity
securities. Commencing six months after the date of issuance of the promissory
notes, a holder may elect to convert the outstanding balance of such promissory
note into shares of QuantRx's common stock at a price per share of $1.00.

      The Company allocated $1,339,694 of the principal amount of the 8%
convertible promissory notes to the warrants as original issue discount, which
represented the fair value of the warrants at the dates of issuance. In
accordance with SFAS No. 133 and EITF 00-19, the Company determined that the
notes contained an embedded equity derivative. The derivative, which is the
embedded beneficial conversion feature, is only subject to net share settlement
and is accounted for as an equity derivative under EITF 00-19. The Company also
allocated $2,690,306 of the principal amount of the 8% convertible promissory
notes to the embedded derivative of the beneficial conversion feature as
original issue discount, of which $2,023,337 relates to the notes issued in the
quarter ended March 31, 2006, with the remainder related to the notes issued in
2005. The embedded derivative beneficial conversion feature was calculated in
accordance with guidance from EITF 98-5 and 00-27 concerning the intrinsic value
of conversion features. Accordingly, the value of the discount was limited to
the value of the underlying debt after the effects of allocating fair value to
the warrants. The discounts have been recorded as additional paid-in capital
from the derivative transactions.


                                       13
<PAGE>

      The fair value of the warrants issued to placement agents and the cash
commissions have been recorded as deferred financing costs. The total original
issue discount related to the warrants issued to the investors and the
beneficial conversion feature and the deferred financing costs are being
amortized to interest expense over the term of the convertible promissory notes.
Interest expense, including amortization of original issue discount and deferred
financing costs, related to the 8% convertible promissory notes was $974,875 for
the quarter ended March 31, 2006.

9.    Preferred Stock and Warrants

      Effective February 13, 2006, holders of all outstanding shares of the
Series A convertible preferred stock of QuantRx exercised their rights under the
terms of the Series A preferred stock to convert all of their outstanding shares
of Series A preferred stock into shares of QuantRx's common stock. Each share of
Series A preferred stock was converted into 1.5 shares of QuantRx's common
stock, resulting in the issuance by QuantRx of 12,211,721 common shares. As of
the date hereof, there are no shares of Series A preferred stock outstanding.
Additionally, warrants to purchase 180,000 shares Series A preferred stock were
submitted and exchanged for warrants to purchase 180,000 shares of common stock,
with the same terms as the original warrants.

10.   Common Stock and Warrants

      In the first quarter of 2006, 85,800 common stock warrants were exercised
and exchanged for 85,800 shares of common stock, $0.01 par value, resulting in
proceeds to the Company of $57,430. The exercise prices ranged from $0.20 to
$0.85.

      In the first quarter of 2006, 723,250 common stock warrants with an
exercise price of $1.50 and a term of five years were issued to investors in
conjunction with the issuance of convertible promissory notes.

      In the first quarter of 2006, 90,560 common stock warrants with an
exercise price of $1.50 and a term of five years were issued to placement agents
for services related to the debt financing closed February 15, 2006.

11.   Subsequent Events

      In April of 2006, QuantRx acquired an additional 300,000 shares of
FluoroPharma, Inc. common stock at a purchase price of $1.43 per share, for an
aggregate purchase price of $429,000. These additional shares were acquired in
private transactions with individual investors. This purchase increased
QuantRx's share of issued and outstanding common stock of FluoroPharma by
approximately 10%, bringing the total shares owned of FluoroPharma to
approximately 44%.

      In the second quarter of 2006, a loan payable in the amount of $20,000 was
settled with the issuance of 40,000 common shares, $0.01 par value. The shares
were issued at $0.50 per share.


                                       14
<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. 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.

      Unless otherwise indicated or the context otherwise requires, all
references in this report to "we," "our," "ours," "us," the "Company" or similar
terms refer to QuantRx Biomedical Corporation, a Nevada corporation.

Results of Operations

      Net revenue from licensing for the quarter ended March 31, 2006, was
$12,841, as compared to $12,841 for the quarter ended March 31, 2005. The
revenue was related to a licensing agreement for a Rapid-Sense product.

      Sales and marketing expense for the quarter ended March 31, 2006 was
$84,978, as compared to $0.00 for the quarter ended March 31, 2005. The current
period expense reflects expenses related to the addition of a sales and
marketing employee and expenses related to business development.

      General and administrative expense, including professional fees, for the
quarter ended March 31, 2006 was $482,536, as compared to $24,725 for the
quarter ended March 31, 2005. The current year expense primarily reflects the
expenses related to the addition of two full time employees, part time employees
used as business needs require, office and warehouse space, legal and accounting
expenses to assist in bringing the Company to a current status with regulatory
requirements, legal fees related to our patents, consulting expenses related to
strategic advisory services regarding potential acquisitions, and includes
stock-based compensation expense of $16,613.

      Research and development expense for the quarter ended March 31, 2006, was
$35,253, as compared to $33,016 for the quarter ended March 31, 2005. The
current year expense primarily reflects technical consulting expenses, and
ongoing contracted product development.


                                       15
<PAGE>

      Amortization expense for the quarter ended March 31, 2006, was $1,206, as
compared to $1,206 for the quarter ended March 31, 2005. Amortization expense
reflects straight line amortization over seventeen years of Company patent
acquisition costs.

      Depreciation expense for the quarter ended March 31, 2006, was $1,236, as
compared to $0.00 for the quarter ended March 31, 2005. Depreciation expense
reflects straight line depreciation over three years of office equipment
recorded at an historical cost of $18,845.

      The Company's net loss for the quarter ended March 31, 2006, was
$1,564,802 as compared to $46,106 for the quarter ended March 31, 2005. This
increased loss reflects the additional expense of returning the Company to a
fully operating company.

Liquidity and Capital Resources

      As of March 31, 2006, QuantRx had cash and cash equivalents of $2,599,709,
as compared to cash and cash equivalents of $990,523 as of December 31, 2005 Our
net increase in cash of $1,609,186 for the three months ended March 31, 2006,
primarily relates to our financing activities, which includes proceeds of
$3,155,000 from the issuance of convertible promissory notes. QuantRx 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 QuantRx 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

      The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in our SEC reports is
recorded, processed, summarized and reported within the time periods specified
in the SEC's rules and forms, and that such information is communicated to our
management including our Chief Executive Officer and Chief Financial Officer as
appropriate. With the supervision and with the participation of our management,
including the principal executive officer and principal financial officer, we
have evaluated the effectiveness of our disclosure controls and procedures (as
defined under Exchange Act Rules 13a-15(e) and 15(d)-15(e)), as of the end of
the period covered by this report. Based on that evaluation, the principal
executive officer and principal financial officer have concluded that these
disclosure controls and procedures were effective as of March 31, 2006.

      The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Exchange Act Rules 13a-15(f) and 15d-15(f). Under the supervision and with the
participation of our management, including our


                                       16
<PAGE>

principal executive officer and principal financial officer, we conducted an
evaluation of the effectiveness of our internal control over financial
reporting. Based on our evaluation, our management concluded that our internal
control over financial reporting was effective as of March 31, 2006.

      All internal control systems, no matter how well designed, have inherent
limitations. Management therefore is continuing to improve on the design of such
controls.

                           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

      Effective February 13, 2006, holders of all outstanding shares of the
Series A convertible preferred stock of QuantRx exercised their rights under the
terms of the series A preferred stock to convert all of their outstanding shares
of Series A preferred stock into shares of QuantRx's common stock. Each share of
series A preferred stock was converted into 1.5 shares of QuantRx's common
stock, resulting in the issuance by QuantRx of 12,211,721 common shares. As of
the date hereof, there are no shares of Series A preferred stock outstanding.
Additionally, warrants to purchase 180,000 shares Series A preferred stock were
submitted and exchanged for warrants to purchase 180,000 shares of common stock,
with the same terms as the original warrants.

      In the first quarter of 2006, 85,800 common stock warrants were exercised
and exchanged for 85,800 shares of our common stock, $0.01 par value, resulting
in proceeds to the Company of $57,430. The exercise prices ranged from $0.20 to
$0.85.

      In the first quarter of 2006, 723,250 common stock warrants with an
exercise price of $1.50 and a term of five years were issued to investors in
conjunction with the issuance of convertible promissory notes.

      In the first quarter of 2006, 90,560 common stock warrants with an
exercise price of $1.50 and a term of five years were issued to placement agents
for services related to the debt financing closed February 15, 2006.

      In March, 2006, QuantRx purchased 1,096,170 shares of FluoroPharma, Inc.
common stock for $1,566,023. As of March 31, 2006, QuantRx owned approximately
34% of the issued and outstanding common shares of FluoroPharma.

ITEM 3. Defaults on Senior Securities

      Not applicable.


                                       17
<PAGE>

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

      Not applicable.

ITEM 5. Other Information

      Not applicable.


                                       18
<PAGE>

ITEM 6. Exhibits and Reports on Form 8-K

      (a)   Exhibit Index

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

10.1        Investment Agreement, dated as of February 17, 2006, between QuantRx
            Biomedical Corporation and FluoroPharma, Inc.
            ("Investment Agreement").

10.2        Amendment No. 1, dated as of February 28, 2006, to Investment
            Agreement.

10.3        Amendment No. 2, dated as of March 10, 2006, to Investment
            Agreement.

10.4        Option Agreement, dated as of February 17, 2006, between QuantRx
            Biomedical Corporation and FluoroPharma, Inc. ("Option Agreement").

10.5        Amendment No. 1, dated as of February 28, 2006, to Option Agreement.

10.6        Amended and Restated Investors Rights Agreement, dated as of
            February 17, 2006, by and among QuantRx Biomedical Corporation,
            FluoroPharma, Inc. and the stockholders of FluoroPharma, Inc.

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 QuantRx Biomedical Corporation for purposes
of Section 18 of the Exchange Act.


                                       19
<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.

                                            QuantRx Biomedical Corporation


Date: November 29, 2006                     By:  /s/ Walter Witoshkin
                                                --------------------------------
                                            Walter Witoshkin, CEO
                                            (Principal Executive Officer)


Date: November 29, 2006                     By:  /s/ Sasha Afanassiev
                                                --------------------------------
                                            Sasha Afanassiev, CFO
                                            (Principal Financial Officer)




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