UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-QSB

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

                  For the quarterly period ended June 30, 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)



               100 S. Main Street, Suite 300, Doylestown, PA 18901
  ----------------------------------------------------------------------------
                                 (267) 880-1595
 ------------------------------------------------------------------------------
          (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 30,627,294 shares of our $0.01 par value common stock
outstanding as of August 1, 2006.

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




<PAGE>


                         PART I - FINANCIAL INFORMATION

ITEM 1.     Financial Statements

            Balance sheets as of June 30, 2006 and
            December 31, 2005................................................4

            Statements of Operations for the three and
            six months ended June 30, 2006 and 2005..........................5

            Statements of Cash Flows for the six months
            ended June 30, 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 June 30, 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 and six months ended June 30,
2006 include 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. The results of operations for the periods presented are not
necessarily indicative of the results to be expected for the full year.



                                       3

<PAGE>

<TABLE>
<CAPTION>

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

                                                                         June 30,                   December 31,
                                                                           2006                         2005
                                                                       (unaudited)
                                                                  -----------------------        -------------------
ASSETS

<S>                                                                 <C>                      <C>
Current Assets:
          Cash and cash equivalents                                   $        1,101,187      $             990,523
          Accounts receivable - affiliate                                             78                 -
          Interest receivable                                                      2,917                 -
          Prepaid expenses                                                       253,503                    131,745
          Deferred financing costs, net                                          228,835                    124,134
          Note receivable                                                        200,000                 -
          Deposits                                                                 2,362                      2,362
                                                                      -------------------     ----------------------
             Total Current Assets                                              1,788,882                  1,248,764
                                                                      -------------------     ----------------------

Investments                                                                    2,195,023                 -
Equipment, net                                                                    17,096                     10,437
Intangible assets, net                                                            60,317                     62,729
                                                                      -------------------     ----------------------

             Total Assets                                             $        4,061,318      $           1,321,930
                                                                      ===================     ======================


LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
          Accounts payable                                            $           68,072      $             126,408
          Accounts payable - affiliate                                           566,023                 -
          Accrued expenses                                                       222,542                     85,400
          Convertible notes payable, net of discount                           1,899,060                     26,907
          Loans payable                                                         -                            28,500
                                                                      -------------------     ----------------------
             Total Current Liabilities                                         2,755,697                    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;                                       306,272                    182,397
             30,627,294 and 18,239,773 shares issued and
             outstanding, respectively
          Additional paid-in capital                                          27,418,531                 23,612,630
          Accumulated deficit                                               (26,419,182)               (22,821,723)
                                                                      -------------------     ----------------------
             Total Stockholders' Equity                                        1,305,621                  1,054,715
                                                                      -------------------     ----------------------

             Total Liabilities and Stockholders' Equity               $        4,061,318      $           1,321,930
                                                                      ===================     ======================

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

</TABLE>

                                       4


<PAGE>


<TABLE>
<CAPTION>

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



                                                      Three Months Ended June 30,                Six Months Ended June 30,
                                               ------------------------------------    -----------------------------------------
                                                     2006                   2005                   2006                   2005
                                                 (unaudited)            (unaudited)             (unaudited)           (unaudited)
                                               -----------------   ----------------    -------------------    ------------------
<S>                                           <C>                 <C>                 <C>                    <C>
Revenues from licensing                        $         12,841    $        12,841     $           25,682     $          25,682
                                               -----------------   ----------------    -------------------    ------------------

Operating expenses:
       Sales and marketing                               77,465          -                        162,443              -
       General and administrative                       353,528             94,482                576,355               107,846
       Professional fees                                157,014            103,169                416,722               114,530
       Research and development                         225,037             30,039                260,290                63,055
       Amortization                                       1,206              1,206                  2,412                 2,412
       Depreciation                                       1,746                262                  2,982                   262
                                               -----------------   ----------------    -------------------    ------------------
           Total operating expenses                     815,996            229,158              1,421,204               288,105
                                               -----------------   ----------------    -------------------    ------------------

Loss from operations                                  (803,155)          (216,317)            (1,395,522)             (262,423)
                                               -----------------   ----------------    -------------------    ------------------

Other income (expense):
       Interest and dividend income                      19,279              2,010                 21,941                 2,010
       Interest expense                                (81,718)          -                      (146,177)              -
       Amortization of debt discount to             (1,053,889)          -                    (1,872,153)              -
           interest expense
       Amortization of deferred financing             (113,174)          -                      (205,548)              -
           costs to interest expense
                                               -----------------   ----------------    -------------------    ------------------
           Total other income (expense)             (1,229,502)              2,010            (2,201,937)                 2,010
                                               -----------------   ----------------    -------------------    ------------------

Loss before income taxes                            (2,032,657)          (214,307)            (3,597,459)             (260,413)

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

Net loss                                       $    (2,032,657)    $     (214,307)     $      (3,597,459)     $       (260,413)
                                               =================   ================    ===================    ==================


Basic and diluted net loss per common          $         (0.07)    $        (0.01)     $           (0.13)     $          (0.02)
    share:
                                               =================   ================    ===================    ==================

Weighted average shares used in per share
     calculation:
       Basic and diluted                             30,564,217         16,488,180             27,629,183            16,488,180


                        The accompanying condensed notes are an integral part of these financial statements.
</TABLE>


                                       5

<PAGE>

<TABLE>
<CAPTION>


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

                                                                                         Six Months Ended June 30,
                                                                                   --------------------------------------
                                                                                          2006                  2005
                                                                                        (unaudited)          (unaudited)
                                                                                   -----------------    -----------------
<S>                                                                                <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
       Net loss                                                                    $    (3,597,459)      $     (260,413)
       Adjustments to reconcile net loss to net cash used by operating
       activities:
           Depreciation and amortization                                                      5,394                2,674
           Interest  expense  related  to  amortization  of  non-cash   discount,
           non-cash beneficial conversion feature and deferred financing costs            2,077,701              -
           Non-cash stock-based compensation expense                                         88,876              -
           Non-cash fair value of warrants issued for consulting                            219,000              -
           Non-cash fair value of common stock issued for consulting                         65,000              -
           Non-cash fair value of warrants issued for purchased R&D                         100,010              -
           (Increase) decrease in:
                Accounts receivable - affiliate                                                (78)              -
                Interest receivable                                                         (2,917)              -
                Prepaid expenses                                                          (121,757)                6,595
                Deposits                                                                    -                    (2,112)
           Increase (decrease) in:
                Accounts payable                                                            (1,936)              (4,996)
                Accrued expenses                                                            137,142             (50,954)
                                                                                   -----------------    -----------------

           Net cash used by operating activities                                        (1,031,024)            (309,206)
                                                                                   -----------------    -----------------

CASH FLOWS FROM INVESTING ACTIVITIES:
       Purchase of fixed assets                                                             (9,642)              (6,135)
       Purchase of investments                                                          (2,195,023)              -
       Increase in note receivable                                                        (200,000)              -
       Increase in payables relating to investment acquired                                 566,023              -
                                                                                   -----------------    -----------------

           Net cash used by investing activities                                        (1,838,642)              (6,135)
                                                                                   -----------------    -----------------

CASH FLOWS FROM FINANCING ACTIVITIES:
       Proceeds from exercise of warrants to common stock                                    57,430            1,009,450
       Proceeds from issuance of convertible notes                                        3,155,000               17,500
       Cash financing costs paid for issuance of convertible notes                        (167,200)              -
       Decrease in payables for debt issuance costs                                        (56,400)              -
       Repayment of loans payable                                                           (8,500)              -
                                                                                   -----------------    -----------------

           Net cash provided by financing activities                                      2,980,330            1,026,950
                                                                                   -----------------    -----------------

       Net increase (decrease) in cash and cash equivalents                                 110,664              711,609

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

       Cash and cash equivalents, end of period                                    $      1,101,187      $       820,080
                                                                                   =================    =================

Supplemental cash flow disclosures:
       Interest expense paid in cash                                               $            445      $       -
       Income tax paid                                                             $        -            $       -

Supplemental disclosure of non-cash activities:
       Fair value of warrants issued to placement agents for debt financing costs  $        143,049      $       -


                                       6

<PAGE>

<CAPTION>
<S>                                                                                <C>                   <C>
       Fair value of warrants issued with convertible notes                        $      1,131,663      $       -
       Fair value of embedded beneficial conversion derivative feature             $      2,023,337      $       -
       Fair value of common stock issued to satisfy loans payable                  $         20,000      $       -
       Fair value of warrants issued for purchased R&D                             $        100,010      $       -

                        The accompanying condensed notes are an integral part of these financial statements.
</TABLE>






                                       7


<PAGE>



QUATNTRX BIOMEDICAL CORPORATION
CONDENSED NOTES TO FINANCIAL STATEMENTS
JUNE 30, 2006



Organization

         QuantRx Biomedical Corporation (the "Company" or "QuantRx"), a Nevada
corporation, 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
hemorrhoidal over-the-counter (OTC) markets; Rapid-Sense(R), a point-of-care
diagnostic technology; and, PadKit(R), a diagnostic sample collection
technology. The Company's strategy is to commercialize its 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.

         Certain amounts from prior periods have been reclassified to conform to
the current period presentation. This reclassification has resulted in no
changes to the Company's accumulated deficit or net losses presented.

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


                                       8

<PAGE>

         As of June 30, 2006, the Company had 1,285,000 common stock options,
3,710,447 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
three and six months ending June 30, 2006.

         As of June 30, 2005, the Company had 210,000 common stock options,
2,328,182 common stock warrants, 7,117,135 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 three and six
months ending June 30, 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.

         In February 2006, the Financial Accounting Standards Board issued
Statement of Financial Accounting Standards No. 155, "Accounting for Certain
Hybrid Financial Instruments, an



                                       9
<PAGE>

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 principles 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 financial position, results of operations, or cash flows.

5.       Related Party Transactions

         One Company 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 $7,100 and
$35,500 for these services in the three and six months ending June 30, 2005,
respectively, and $0 in 2006. In addition to the fees, reimbursable travel
expenses were also paid under this contract. The total amount paid for these
expenses was $1,006 and $7,669 in the three and six months ending June 30, 2005,
respectively, and $0 in 2006.

         Another 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 effective in the third
quarter of 2005, prior to his appointment to the board. Fees paid and expensed
for these services by the Company during the three and six months ended June 30,
2006 were $12,000 and $24,000, respectively.

         This same individual 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 and were issued pursuant to an agreement to secure
financing for the Company.

         The Company had a temporary arrangement in which it leased office space
from Trident Group, LLC, of which the current chief executive officer of the
Company is a principal. In addition to a monthly rental payment for office
space, the Company reimbursed Trident for related office expenses. The Company
entered into the agreement in the second quarter of 2005. The Company



                                       10
<PAGE>

expensed $4,415 and $8,137 under this arrangement for the three and six
months ended June 30, 2006, respectively, and $3,465 for the three and six
months ended June 30, 2005.

         The Company had an agreement with Trident Group, LLC whereby a
principal member of Trident provided various consulting services to the Company.
The Company entered into the agreement in the second quarter of 2005, prior to
his appointment. The total amount of the contracted services was $10,000, and
was expensed and paid in the second quarter of 2005. In addition to the fees,
reimbursed travel expenses were also paid under this contract. The total amount
paid for these expenses was $7,858 for the three and six months ended June 30,
2005.




                                       11
<PAGE>



6.       Other Balance Sheet Information

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

<TABLE>
<CAPTION>

                                                                  -------------------------------------------------------
                                                                      June 30, 2006                December 31, 2005
                                                                  -----------------------      --------------------------
<S>                                                               <C>                          <C>
PREPAID EXPENSES:
Prepaid consulting                                                $              244,167       $             -
Prepaid consulting - affiliate                                                 -                                  81,694
Prepaid insurance                                                                  7,877                          25,478
Prepaid legal                                                                  -                                  15,000
Prepaid rent                                                                       1,189                           2,014
Prepaid travel                                                                 -                                   6,691
Other                                                                                270                             868
                                                                  -----------------------      --------------------------

PREPAID EXPENSES                                                  $              253,503       $                 131,745
                                                                  =======================      ==========================


DEFERRED FINANCING COSTS:
Deferred financing costs                                          $              438,164       $                 127,915
Less: accumulated amortization                                                   209,329                           3,781
                                                                  -----------------------      --------------------------

DEFERRED FINANCING COSTS, NET                                     $              228,835       $                 124,134
                                                                  =======================      ==========================


EQUIPMENT:
Computers and office equipment                                    $               22,205       $                  12,564
Less: accumulated depreciation                                                     5,109                           2,127
                                                                  -----------------------      --------------------------

EQUIPMENT, NET                                                    $               17,096       $                  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                        2,130,940                         848,093
                                                                  -----------------------      --------------------------

SHORT-TERM CONVERTIBLE NOTES PAYABLE, NET                         $            1,899,060       $                  26,907
                                                                  =======================      ==========================


ACCRUED EXPENSES:
Professional fees                                                 $               65,300       $                  72,200
Accrued interest                                                                 147,992                     -
Other                                                                              9,250                          13,200
                                                                  -----------------------      --------------------------

ACCRUED EXPENSES                                                  $              222,542       $                  85,400
                                                                  =======================      ==========================
</TABLE>


                                       12
<PAGE>

7.       Note Receivable

         In April 2006, QuantRx advanced $200,000 to Rockland Technimed, Ltd.
("Rockland") through a 7% convertible promissory note due twelve months from the
date of issuance. Rockland, a privately held Delaware corporation, is a
development stage company focused on the research and development of tissue
viability imaging diagnostics using magnetic resonance imaging (MRI) scanners.
This technology may be of interest to QuantRx as it is developed further.
QuantRx has accrued interest of $2,917 for the three months ending June 30,
2006. The note is convertible at QuantRx's discretion prior to maturity into 10%
of Rockland's outstanding capital stock on a fully diluted and as converted
basis. In the event of default, QuantRx has the option to receive 20% of
Rockland's outstanding capital stock on a fully diluted and as converted basis
to satisfy the note.


8.       Investments

FluoroPharma, Inc.

         In March 2006, QuantRx purchased 1,096,170 shares of FluoroPharma, Inc.
("FluoroPharma") common stock for $1,566,023. Contemporaneously, QuantRx
negotiated the purchase of an additional 300,000 shares from private investors
for $429,000. This purchase was finalized in April 2006. As of June 30, 2006,
QuantRx owned approximately 43.4% of the issued and outstanding capital stock 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.

         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.

         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 two quarters of
2006.

         At June 30, 2006, FluoroPharma's condensed financial information was
estimated as follows: total assets, $631,000; total liabilities, $274,000; and
stockholders' equity, $357,000. Quarterly



                                       13
<PAGE>


expenses and net losses for the three and six months ending June 30,
2006 were $746,000 and $1,070,000, respectively.

         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. FluoroPharma has outstanding options and warrants which, if exercised
together with our option, would reduce the Company's ownership percentage to
approximately 41.1% on a fully diluted and as converted basis.

Genomics USA, Inc.

         In May 2006, QuantRx purchased 112,875 shares of Genomics USA Inc.
("GUSA") common stock for $200,000. As of June 30, 2006, QuantRx owned 10% of
the issued and outstanding capital stock of GUSA on a fully diluted and as
converted basis. GUSA, a privately held Illinois corporation, is a technology
company focused on the development of Micro-Array Detection for DNA. This
technology may strategically expand QuantRx's diagnostic platforms, and the
Company intends to explore the possibility of further investment.

         QuantRx uses the cost method to account for this investment since
QuantRx does not control nor have the ability to exercise significant influence
over operating and financial policies. In accordance with the cost method, the
investment is recorded at cost and impairment is considered in accordance with
the Company's impairment policy.



9.       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.

         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



                                       14
<PAGE>


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.

         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 $1,248,558
for the quarter ended June 30, 2006 and $2,223,433 for the six months ended June
30, 2006.


10.      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



                                       15
<PAGE>

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.

11.      Common Stock and Warrants

         In the second quarter of 2006, 50,000 common shares were issued to
CEOcast, Inc., an investor relations consulting firm, pursuant to a one-year
consulting agreement. The common shares were valued at $1.30 per share, the
closing price on the date of issuance, for a total valuation of $65,000. The
fair value of these issued common shares will be expensed pursuant to the terms
of the agreement.

         In the second quarter of 2006, the Company issued 150,000 common stock
warrants with a five-year term to purchase 150,000 shares of common stock at an
exercise price of $2.00. The warrants were issued pursuant to a one-year
consulting agreement, and the fair value of $219,000 for these warrants will be
expensed over the one-year term of the agreement.

         In the second quarter of 2006, the Company issued 68,500 common stock
warrants with a five-year term to purchase 68,500 shares of common stock at an
exercise price of $2.00. The warrants were issued as payment for purchased
research and development data, and the fair value of $100,010 for these warrants
was recorded as research and development expense in the second quarter of 2006.

         In the second quarter of 2006, a note in the amount of $20,000 was
negotiated and a settlement agreement resulted in the issuance of 40,000 shares
of common stock in complete payment of the note. The shares were issued at $0.50
per share.

         In the second quarter of 2006, a total of 225,000 qualified common
stock options were granted to executive officers and issued from the Company's
Incentive and Non-Qualified Stock Option Plan. The options were issued with an
exercise price of $1.60, and have a term of ten years. Of the options granted in
the second quarter, 25,000 vested immediately, with the remaining 200,000
vesting when certain sales milestones have been reached. The Company estimates
that these milestones will be reached over a five-year period. The options were
valued using the fair value method as prescribed by SFAS No. 123 (R), resulting
in a total value associated with these options of $357,750. Pursuant to SFAS No.
123 (R), this amount will be accrued to compensation expense over the expected
service term, five years, as vested. The accrued compensation expense related to
options granted in the three month period ended June 30, 2006 is $55,560 and has
been expensed pursuant to the application of SFAS No. 123 (R), and credited to
additional paid-in capital. Total stock based compensation expense for the three
and six month period ended June 30, 2006 was $72,263 and $88,877, respectively.

         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.

                                       16
<PAGE>

         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.

12.      Significant Events

         In the second quarter of 2006, QuantRx entered into a patent license
agreement with The Procter & Gamble Company, effective July 1, 2006. The
agreement licenses patent rights and know-how for certain hemorrhoid treatment
pads and related coatings. In consideration of this agreement, QuantRx paid a
one-time, non-refundable engagement fee, and will pay royalties based on future
net sales of such licensed products.

         On May 25, 2006, QuantRx common stock returned to the OTC Bulletin
Board, marking a significant financial milestone.


13.      Subsequent Event

         In July, 2006, QuantRx and Synova Healthcare, Inc. ("Synova") entered
into a distribution agreement pursuant to which Synova will act as the exclusive
distributor of specified hemorrhoid products of QuantRx in the United States.
The territory covered by the distribution agreement will be expanded to include
Canada and Mexico if Synova meets specified minimum sales milestones during the
first year of the distribution agreement's term. Exclusivity is conditioned on
Synova achieving specified minimum annual sales milestones. QuantRx received an
up-front payment of $500,000 in consideration of the distribution agreement and
the agreement contains certain minimum sales milestones.

         In the third quarter, 2006, QuantRx entered into an operating lease for
its new corporate headquarters located at 100 S. Main Street, Suite 300,
Doylestown, PA 18901.




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

         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



                                       17
<PAGE>

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.

OVERVIEW

                  QuantRx Biomedical Corporation (the "Company" or "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
hemorrhoidal over-the-counter (OTC) markets; Rapid-Sense(R), a point-of-care
diagnostic technology; and, PadKit(R), a diagnostic sample collection
technology. The Company also holds significant positions in FluoroPharma, Inc.,
a company developing diagnostic imaging products for the PET market, and
Genomics USA, Inc., a company which is developing clinically optimized
Micro-Array 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.

         In July, 2006, QuantRx and Synova Healthcare, Inc. ("Synova") entered
into a distribution agreement pursuant to which Synova will act as the exclusive
distributor of specified hemorrhoid products of QuantRx in the United States.
The territory covered by the distribution agreement will be expanded to include
Canada and Mexico if Synova meets specified minimum sales milestones during the
first year of the distribution agreement's term. Exclusivity is conditioned on
Synova achieving specified minimum annual sales milestones. QuantRx's patented
PAD technology is an innovative Miniform PAD that also has patented applications
in feminine hygiene, drug delivery, and medical sample collection. The addition
of the key technology recently acquired by QuantRx under a technology license
agreement with The Procter and Gamble Company, when added to the PAD technology
platform, significantly expanded QuantRx's ability to effectively enter and
successfully compete in its targeted Over-the-Counter markets. QuantRx received
an up-front payment of $500,000 in consideration of the distribution agreement
and the agreement contains certain minimum sales milestones.

RESULTS OF OPERATIONS

         Net revenue from licensing for the three and six months ended June 30,
2006 and 2005, was $12,841 and $25,682, respectively. The revenue was related to
a licensing agreement for Rapid-Sense technology.

         Sales and marketing expense for the three and six months ended June 30,
2006 was $77,465 and $162,443, respectively as compared to $0.00 for the three
and six months ended June 30, 2005.



                                       18
<PAGE>

The current period expense reflects expenses related to the addition of
sales and marketing staff, as well as expenses related to the development of an
overall comprehensive business plan and strategy for the Company. Sales and
marketing expenses include stock-based compensation expense for the three and
six month period ended June 30, 2006 of $7,950, respectively.

         General and administrative expense, including professional fees, for
the three and six months ended June 30, 2006 was $510,542 and $993,077,
respectively, as compared to $197,651 and $222,376 for the three and six months
ended June 30, 2005, respectively. The increase primarily reflects Company
staffing requirements, office and warehouse operating leases, legal and
accounting expenses related to regulatory requirements and advisory services
related to strategic investments, legal fees related to our enhancing our patent
positions, consulting expenses related to strategic advisory services regarding
potential acquisitions, a one-time engagement fee paid regarding a patent
license agreement, and includes stock-based compensation expense of $72,263 and
$80,927, respectively, for the three and six months ending June 30, 2006.

         Research and development expense for the three and six months ended
June 30, 2006, was $225,037 and $260,290, respectively, as compared to $30,039
and $63,055, respectively, for the three and six months ended June 30, 2005. The
increase primarily reflects technical consulting expenses, and ongoing
contracted product development. Additionally, in the second quarter of 2006, the
company issued common stock warrants fair valued at $100,010 for the purchase of
technological data regarding point-of-care diagnostic technology, which assisted
in the enhancement of our Rapid-Sense(R) technology.

         Amortization expense for the three and six months ended June 30, 2006
and 2005, was $1,206 and $2,412. Amortization expense reflects straight line
amortization over seventeen years of Company patent acquisition costs.

         Depreciation expense for the three and six months ended June 30, 2006,
was $1,746 and $2,982, respectively, as compared to $262 for the three and six
months ended June 30, 2005. Depreciation expense reflects straight-line
depreciation over three years of office equipment recorded at an historical cost
of $22,206.

         The Company's net loss for the three and six months ended June 30,
2006, was $2,032,657 and $3,597,459 as compared to $214,307 and $260,413 for the
three and six months ended June 30, 2005. Outside of interest expense for
amortization of non-cash discount, non-cash beneficial conversion feature, and
deferred finance costs, related to the Company's outstanding short-term
convertible notes, this increased loss reflects expenses related to the
technological development and enhancement of our technology, staffing
requirements, professional fees, and expenses related to the development of a
comprehensive business strategy. Interest expense for amortization of non-cash
discount, non-cash beneficial conversion feature, and deferred finance costs,
related to the Company's outstanding short-term convertible notes, was
$1,167,063 and $2,077,701 for the three and six months ended June 30, 2006,
respectively.

LIQUIDITY AND CAPITAL RESOURCES

         As of June 30, 2006, QuantRx had cash and cash equivalents of
$1,101,187, as compared to cash and cash equivalents of $990,523 as of December
31, 2005. Our net increase in cash of $110,664 for the six months ended June 30,
2006, is attributed to our financing activities, which



                                       19
<PAGE>

include proceeds of $3,155,000 from the issuance of convertible
promissory notes, offset by our investments of $1,995,023 in FluoroPharma, Inc.
and $200,000 in Genomics USA, Inc., and our advance of $200,000 to Rockland
Technimed, Ltd. through a 7% convertible promissory note. QuantRx has used these
gross proceeds as well as its revenues to fund current operating expenses and
investments intended to strategically expand our platforms and technologies.

         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 June 30, 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 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 June 30, 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.


                                       20
<PAGE>

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

         In the second quarter of 2006, 50,000 common shares, $0.01 par value,
were issued to CEOcast, Inc., an investor relations consulting firm, pursuant to
a one-year consulting agreement. The common shares were valued at $1.30 per
share, the closing price on the date of issuance, for a total valuation of
$65,000, and will be expensed pursuant to the terms of the agreement.

         In the second quarter of 2006, the Company issued 150,000 common stock
warrants with a five-year term to purchase 150,000 shares of common stock at an
exercise price of $2.00. The warrants were issued pursuant to a one-year
consulting agreement, and the fair value of $219,000 for these warrants will be
expensed over the one-year term of the agreement.

         In the second quarter of 2006, the Company issued 68,500 common stock
warrants with a five-year term to purchase 68,500 shares of common stock at an
exercise price of $2.00. The warrants were issued as payment for purchased
research and development data, and the fair value of $100,010 for these warrants
was recorded as research and development expense.

         In the second quarter of 2006, a note in the amount of $20,000 was
negotiated and a settlement agreement resulted in the issuance of 40,000 shares
of common stock in complete payment of the note. The shares were issued at $0.50
per share.

         In the second quarter of 2006, a total of 225,000 qualified common
stock options were granted to executive officers and issued from the Company's
Incentive and Non-Qualified Stock Option Plan. The options were issued with an
exercise price of $1.60, and have a term of ten years.

         In March 2006, QuantRx purchased 1,096,170 shares of FluoroPharma, Inc.
("FluoroPharma") common stock for $1,566,023. Contemporaneously, QuantRx
negotiated the purchase of an additional 300,000 shares from private investors
for $429,000. This purchase was finalized in April 2006. As of June 30, 2006,
QuantRx owned approximately 43.4% of the issued and outstanding capital stock of
FluoroPharma.

         In May 2006, QuantRx purchased 112,875 shares of Genomics USA Inc.
("GUSA") common stock for $200,000. As of June 30, 2006, QuantRx owned 10% of
the issued and outstanding capital stock of GUSA on a fully diluted and as
converted basis.


ITEM 3.  DEFAULTS ON SENIOR SECURITIES

         Not applicable.

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

         Not applicable.

ITEM 5.  OTHER INFORMATION

                                       21
<PAGE>

         Not applicable.



                                       22
<PAGE>



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




                                       23
<PAGE>


                                   SIGNATURES

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


                                        QuantRx Biomedical Corporation

Date:   August 14, 2006                 By:  /s/ Walter Witoshkin
                                            ---------------------------------
                                        Walter Witoshkin, CEO
                                        (Principal Executive Officer)


Date:   August 14, 2006                 By:  /s/ Sasha Afanassiev
                                            ---------------------------------
                                        Sasha Afanassiev, CFO
                                        (Principal Financial Officer)

                                       24