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

                                   FORM 10-QSB

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

                For the quarterly period ended September 30, 2005

                           Commission File No. 0-17119

                            A-FEM MEDICAL CORPORATION
--------------------------------------------------------------------------------
        (Exact name of small business issuer as specified in its charter)

          Nevada                                              33-0202574
 ---------------------                                ------------------------
 (State or other jurisdiction of                           (I.R.S. Employer
 incorporation or organization)                         Identification Number)



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

     Check whether the Issuer (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the registrant was required to file such reports), and (2)
has been subject to such filing requirements for the past 90 days. [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 16,488,183 shares of our $0.01 par value common stock outstanding as
of October 24, 2005.

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




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                         PART I - FINANCIAL INFORMATION

ITEM 1.    Financial Statements

<S>                                                                                               <C>
           Balance sheets as of September 30, 2005 and December 31, 2004..........................2

           Statements of Operations for the three months ended September 30,
           2005 and 2004 and the nine months ended September 30, 2005 and
           2004...................................................................................3

           Statements of Cash Flows for the nine months ended September 30,
           2005 and 2004..........................................................................4

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

ITEM 2.    Management's Discussion and Analysis of Financial Conditions
           and Results of Operations.............................................................10

ITEM 3.    Controls and Procedures...............................................................12

                           PART II - OTHER INFORMATION

ITEM 1.    Legal Proceedings.....................................................................12

ITEM 2.    Unregistered Sales of Equity Securities; Use of Proceeds and Purchases of Equity
           Securities............................................................................12

ITEM 3.    Defaults on Senior Securities.........................................................12

ITEM 4.    Submission of Matters to a Vote of Security Holders...................................12

ITEM 5.    Other Information.....................................................................12

ITEM 6.    Exhibits and Reports on Form 8-K......................................................13

Signatures.......................................................................................14
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<TABLE>
<CAPTION>

                                                      A-FEM MEDICAL CORPORATION
                                                           BALANCE SHEETS

                                                                      September 30,                 December 31,
                                                                           2005                         2004
                                                                  -----------------------        -------------------
                                                                       (unaudited)
                                                                  -----------------------        -------------------
     ASSETS

<S>                                                                   <C>                       <C>
     Current Assets:
          Cash and cash equivalents                                   $          527,480         $          108,471
          Prepaid expenses                                                        49,994                     10,990
          Deposits                                                                 2,697                        585
                                                                         ----------------        -------------------
             Total Current Assets                                                580,171                    120,046
                                                                         ----------------        -------------------

          Equipment, net                                                           9,780                     -
          Patents, net                                                            63,935                     67,553
                                                                         ----------------        -------------------

             Total Assets                                             $          653,886         $          187,599
                                                                         ================        ===================


     LIABILITIES AND STOCKHOLDERS' DEFICIT

     Current liabilities:
          Short-term loans payable                                    $           47,500         $           52,500
          Note payable - related party                                           400,000                    400,000
          Accounts payable                                                       238,696                    146,211
          Accrued expenses                                                        47,202                    123,156
                                                                         ----------------        -------------------
             Total Current Liabilities                                           733,398                    721,867
                                                                         ----------------        -------------------

     Commitments and contingencies                                                -                           -

     Stockholders' Deficit:
          Preferred stock, Series A convertible, $0.01 par value
             9,750,000 shares authorized, 8,141,147 and                           81,411                     74,921
             7,492,135 shares issued and outstanding
          Common stock, $0.01 par value;
             75,000,000 shares authorized; 16,488,183 and                        164,881                    139,061
             13,906,198 issued and outstanding shares issued
             and outstanding
          Additional paid-in capital                                          22,181,843                 20,980,915
          Accumulated deficit                                               (22,507,647)                (21,729,165)
                                                                         ----------------        -------------------
             Total Stockholders' Deficit                                        (79,512)                   (534,268)
                                                                         ----------------        -------------------

             Total Liabilities and Stockholders' Deficit              $          653,886         $          187,599
                                                                      ==================         ===================

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

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                                       2
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<TABLE>
<CAPTION>



                                                      A-FEM MEDICAL CORPORATION
                                                      STATEMENTS OF OPERATIONS

                                                              Three Months                            Nine Months
                                                          Ended September 30,                     Ended September 30,
                                                   -----------------------------------    ------------------------------------
                                                         2005                2004                2005                2004
                                                   ----------------      ------------     ----------------     ---------------
                                                      (unaudited)         (unaudited)         (unaudited)         (unaudited)
<S>                                                <C>                 <C>                 <C>                 <C>
Revenues from licensing                            $       12,841      $        8,561      $       38,523      $       53,523
                                                      ------------        ------------        ------------        ------------

Operating expenses:
      Sales and marketing                                  29,634              -                   29,634              -
      General and administrative                          323,369               1,373             431,214               4,323
      Professional fees                                   146,033               8,248             260,563              26,087
      Research and development                             33,885               4,300              96,940              42,973
      Amortization                                          1,206               1,206               3,618               3,618
      Depreciation                                            841              -                    1,104              -
                                                      ------------        ------------        ------------        ------------
         Total operating expenses                         534,968              15,127             823,073              77,001
                                                      ------------        ------------        ------------        ------------

Loss from operations                                    (522,127)             (6,566)           (784,550)            (23,478)
                                                      ------------        ------------        ------------        ------------
Other income (expense):
      Interest income                                       4,148              -                    6,158              -
      Interest expense                                       (90)              -                     (90)              -
                                                      ------------        ------------        ------------        ------------
         Total other income (expense)                       4,058              -                    6,068              -
                                                      ------------        ------------        ------------        ------------

Loss before income taxes                                (518,069)             (6,566)           (778,482)            (23,478)
                                                      ------------        ------------        ------------        ------------

Net loss                                           $    (518,069)      $      (6,566)      $    (778,482)      $     (23,478)
                                                      ============        ============        ============        ============


Basic and diluted net loss per common share:
      Basic                                        $       (0.03)      $          nil      $       (0.05)      $          nil
                                                      ============        ============        ============        ============

      Diluted                                      $       (0.03)      $          nil      $       (0.05)      $          nil
                                                      ============        ============        ============        ============

Weighted average shares used in per share
calculation:
      Basic                                            16,488,183          10,721,558          15,053,614          10,721,558
      Diluted                                          16,488,183          10,721,558          15,053,614          10,721,558

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


                                       3


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<TABLE>
<CAPTION>


                                                A-FEM MEDICAL CORPORATION
                                                 STATEMENTS OF CASH FLOWS
                                                                                                 Nine Months
                                                                                             Ended September 30,
                                                                                    ---------------------------------------
                                                                                            2005                 2004
                                                                                    -----------------     -----------------
                                                                                          (unaudited)          (unaudited)
CASH FLOWS FROM OPERATING ACTIVITIES:
<S>                                                                                 <C>                   <C>
        Net loss                                                                    $       (778,482)     $       (23,478)
        Adjustments  to  reconcile  net loss to net cash  used by  operating
        activities:
             Depreciation and amortization                                                      4,722               3,618
             Stock-based compensation expense                                                 196,048
             Accounts payable                                                                 102,725               -
             Accrued expenses                                                                 (75,954)              -
             Deposits                                                                          (2,112)              -
             Prepaid expenses                                                                 (39,004)              -

                                                                                       ---------------       --------------
Net cash used by operating activities                                                        (592,057)            (19,860)
                                                                                       ---------------       --------------

CASH FLOWS FROM INVESTING ACTIVITIES:
        Purchase of fixed assets                                                              (10,884)              -
                                                                                       ---------------       --------------
             Net cash used by investing activities                                            (10,884)              -
                                                                                       ---------------       --------------

CASH FLOWS FROM FINANCING ACTIVITIES:
        Proceeds  from sale of common  stock and  warrants,  net of issuance                1,009,450               -
        costs
        Proceeds from exercise of common warrants                                              17,500               -
        Net borrowing (repayments) of short term notes payable                                 (5,000)              -
                                                                                       ---------------       --------------

             Net cash provided by financing activities                                      1,021,950               -
                                                                                       ---------------       --------------

        Net increase (decrease) in cash and cash equivalents                                  419,009             (19,860)

        Cash and cash equivalents, beginning of period                                        108,471              20,426
                                                                                       ---------------       --------------

        Cash and cash equivalents, end of period                                    $         527,480     $           566
                                                                                       ===============       ==============

Supplemental cash flow disclosures:
        Interest expense paid in cash                                               $              90     $         -
        Income tax paid                                                             $         -           $         -

Supplemental disclosure of non-cash activities:
        Issued preferred stock for accounts payable                                 $          10,240     $         -
        Conversion of preferred stock into common stock                             $           3,750     $         -



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

</TABLE>

                                       4

<PAGE>


A-Fem Medical Corporation
CONDENSED NOTES TO FINANCIAL STATEMENTS
September 30, 2005

ORGANIZATION OF THE COMPANY AND SIGNIFICANT ACCOUNTING POLICIES

Organization

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

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

1.   Basis of Presentation

     The interim financial data are unaudited; however, in the opinion of
management, the interim data include all adjustments, consisting only of normal
recurring adjustments, necessary for a fair statement of the results for the
interim periods. The financial statements included herein have been prepared by
A-Fem pursuant to the rules and regulations of the Securities and Exchange
Commission. Certain information and footnote disclosures normally included in
financial statements prepared in accordance with generally accepted accounting
principles have been condensed or omitted pursuant to such rules and
regulations, although A-Fem believes that the disclosures included herein are
adequate to make the information presented not misleading. Operating results for
the periods presented are not necessarily indicative of future results. These
financial statements should be read in conjunction with the financial statements
and notes to financial statements included in A-Fem's Annual Report on Form
10-KSB for the year ended December 31, 2004.

2.   Net Loss Per Share

     Basic and diluted net loss per share are required to be computed using the
methods prescribed by Statement of Financial Accounting Standards No. 128,
"Earnings per Share." Net loss per share is calculated using the weighted
average number of common shares outstanding for the period. A net loss was
reported in each of the quarters ended September 30, 2005 and 2004. Stock
options for the purchase of 1,060,000 and 210,000 common shares at September 30,
2005 and 2004, respectively, and warrants for the purchase of common stock of
3,037,567 and 288,070 common shares at September 30, 2005 and 2004,
respectively, were not included in net loss per share calculations, because to
do so would have been anti-dilutive. In addition, shares of A-Fem's convertible
preferred stock and warrants covering shares of A-Fem's convertible preferred
stock outstanding at September 30, 2005 were not included in net loss per share
calculations because to do so would have been anti-dilutive.


                                       5
<PAGE>


3.   Use of Estimates

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

4.   Recent Accounting Pronouncements

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

     In December 2004, the Financial Accounting Standards Board issued a
revision to Statement of Financial Accounting Standards No. 123, "Share-Based
Payments" (hereinafter "SFAS No. 123 (R)"). This statement replaces FASB
Statement No. 123, "Accounting for Stock-Based Compensation", and supersedes APB
Opinion No. 25, "Accounting for Stock Issued to Employees". SFAS No. 123 (R)
establishes standards for the accounting for share-based payment transactions in
which an entity exchanges its equity instruments for goods or services. It also
addresses transactions in which an entity incurs liabilities in exchange for
goods or services that are based on the fair value of the entity's equity
instruments or that may be settled by the issuance of those equity instruments.
This statement covers a wide range of share-based compensation arrangements
including share options, restricted share plans, performance-based award, share
appreciation rights and employee share purchase plans. SFAS No. 123 (R) requires
a public entity to measure the cost of employee services received in exchange
for an award of equity instruments based on the fair value of the award on the
grant date (with limited exceptions). That cost will be recognized in the
entity's financial statements over the period during which the employee is
required to provide services in exchange for the award. The Company has
determined that the adoption of the statement will have no impact on the
Company's financial condition or results of operations, as all transactions
covered under SFAS No. 123(R) and represented in our financial statements have
been recorded using the fair value method.

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


                                       6
<PAGE>


has determined that the adoption of the statement will have no impact on the
Company's financial condition or results of operations.

5.   Related Party Transactions

     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 $7,100 in the second quarter of 2005,
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 $1,006 in the second quarter of 2005. This was a
temporary arrangement while the Company was setting up its banking, credit card
company, and payroll service company relationships.

     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 September 30, 2005 were $16,000. For the nine month period
ended September 30, 2005 total fees paid and expensed were $16,000. In addition
to the contract fees paid, reimbursable expenses totaling $506 were accrued and
expensed in the quarter ended September 30, 2005, and are included in the
Company's accounts payable at September 30, 2005. This amount was paid in the
fourth quarter of 2005.

     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 the current chief executive officer 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 was $5,007, for the quarter ended September 30,
2005 and $8,472, for the nine month period ended September 30, 2005. Of the
total amounts expensed under this agreement, $1,694, was accrued at September
30, 2005 and is included in the Company's accounts payable at September 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's current chief executive officer is a principal member of Trident, LLC.
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 $1,051, for the quarter ended September 30, 2005 and
$8,909, for the nine month period ended September 30, 2005. This was a temporary
arrangement while the Company was setting up its banking and credit card
company, and payroll service company relationships.



                                       7
<PAGE>


     The current chief financial officer of the Company served as a consultant
prior to his appointment. The Company entered into an agreement for these
services in the third quarter of 2005. The total amount of the contracted
services was $9,500, all of which was expensed in the quarter ended September
30, 2005. Of this total contract amount, $2,000 was accrued at September 30,
2005 and is included in the Company's accounts payable at September 30, 2005.
This amount was paid in the fourth quarter 2005.

6.   Preferred Stock

     In the third quarter of 2005, a total of 1,024,012 preferred stock warrants
were exercised and exchanged for 1,024,012 shares of preferred Series A
convertible stock, $0.01 par value. The warrants were exercised at a price of
$0.01 per share. In 2004, the Company received $10,240. Preferred stock was
issued during the third quarter of 2005 in satisfaction of this liability.

     In the second quarter of 2005, a total of 375,000 preferred Series A
convertible shares, $0.01 par value, were converted into 375,000 common shares,
$0.01 par value.

7.   Common Stock and Warrants

     On May 27, 2005 A-Fem closed an offering of its common stock, $0.01 par
value, and warrants to purchase its common stock, through a private placement to
accredited investors. A-Fem sold an aggregate of 2,171,982 shares of its common
stock for $0.50 per share. A-Fem received $1,009,450 which is net of issuance
costs of $76,794.

     Each investor received a five-year warrant to purchase an amount of common
shares that equals 50% of the number of shares of common stock purchased by such
investor in the offering. The exercise price of the warrants is $0.85 per share.
Subject to an effective registration statement registering the shares of common
stock underlying the warrants, A-Fem may redeem the warrants for $0.01 per
warrant if shares of A-Fem's common stock closes above $1.70 for 20 consecutive
trading days. The warrants have weighted-average anti-dilution protection. Each
investor will have piggyback registration rights to register shares of common
stock and shares of common stock underlying the warrants that were purchased in
the offering. A-Fem issued to the investors warrants to purchase an aggregate of
1,085,996 shares of common stock in connection with the offering.

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

     The securities described above were offered and sold without registration
under the Securities Act of 1933 to accredited investors in reliance upon the
exemption provided by Rule 506 of Regulation D thereunder, and may not be
offered or sold in the United States in the absence of an effective registration
statement or exemption from the registration requirements under the Securities
Act of 1933. An appropriate legend will be placed on the shares, the warrants
and the shares issuable upon exercise of the warrants unless registered under
the Securities Act prior to issuance.



                                       8
<PAGE>


     A-Fem agreed to issue common stock warrants covering Company common stock,
$0.01 par value, to various entities who were involved in the common stock issue
closed May 27, 2005 as follows; in the first quarter of 2005, 500,000 common
stock warrants with an exercise price of $0.01 were issued pursuant to an
agreement to secure financing for the Company. In the first quarter of 2005,
70,000 common stock warrants with an exercise price of $0.50 were issued
pursuant to an agreement for certain public relations work done to assist in
securing financing for the Company. In the second quarter of 2005, 217,198
common stock warrants with an exercise price of $0.55 were issued to an
underwriter involved in the common stock issue. All of the warrants were valued
using the fair value method as prescribed by SFAS No. 123 (R), resulting in a
valuation associated with these warrants of $435,365. The valuation placed on
these warrants was deemed by the Company to be additional costs related to the
issuance of common stock. The costs where therefore charged against additional
paid-in capital and resulted in a memorandum entry only.

     In the second quarter of 2005, a total of 375,000 preferred Series A
convertible shares, $0.01 par value, were converted into 375,000 common shares,
$0.01 par value.

     In the second quarter of 2005, a total of 35,000 common stock warrants were
exercised and exchanged for 35,000 common shares, $0.01 par value. The exercise
price was $0.50 per share and the Company received proceeds of $17,500.

     In the second quarter of 2005, a total of 1,000,000 qualified common stock
options were granted to an executive officer and issued from the Company's
Incentive and Non-Qualified Stock Option Plan. The options were issued with an
exercise price of $0.50 and will fully vest after three years of service. 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 $460,600.
Pursuant to SFAS No. 123 (R), this amount will be accrued to compensation
expense over the expected service term, three years, as vested. The accrued
compensation expense related to these options for the nine month period ended
September 30, 2005 is $196,048 and has been expensed in the quarter ended
September 30, 2005 pursuant to the application of SFAS No. 123 (R), and credited
to additional paid-in capital.

8.   Subsequent Events

     In the fourth quarter of 2005, 550,000 common stock warrants were exercised
and exchanged for 550,000 common shares, $0.01 par value. The exercise prices
ranged from $0.01 to $0.40. The Company received proceeds from these
transactions totaling $20,000.

     In the fourth quarter of 2005, a related party note payable in the amount
of $400,000 was settled with the issuance of 900,000 common shares, $0.01 par
value. The shares were issued at $0.44 per share.

     In the fourth quarter of 2005, a note payable in the amount of $15,000 was
settled with the issuance of 34,090 common shares, $0.01 par value. The shares
were issued at $0.44 per share.

     In the fourth quarter of 2005, a convertible debt in the amount of $4,000
was converted at $0.05 per share. This resulted in the issuance of 80,000 common
shares, $0.01 par value.



                                       9
<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 A-Fem Medical Corporation, a Nevada corporation.

RESULTS OF OPERATIONS

     Net sales from licensing for the quarter ended September 30, 2005, were
$12,841, as compared to $8,561 for the quarter ended September 30, 2004. For the
nine month period ended September 30, 2005, net sales from licensing were
$38,523 as compared to $53,523 for the nine month period ended September 30,
2004. The sales were a result of the licensing agreement for a Rapid-Sense
product. The decrease from 2004 to 2005 was the result of the expiration of a
technology evaluation agreement.

     Sales and marketing expense for the quarter ended September 30, 2005 was
$29,634, as compared to $0.00 for the quarter ended September 30, 2004. For the
nine month period ended September 30, 2005, sales and marketing expense was
$29,634, as compared to $0.00 for the nine month period ended September 30,
2004. 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 September 30, 2005 was $469,402, as compared to $9,621 for the
quarter ended September 30, 2004. For the nine month period ended September 30,
2005 general and administrative expense, including professional fees, was
$691,777, as compared to $30,410 for the nine month period ended September 30,
2004. 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, a new office, legal and accounting expenses to bring the Company to a
current status, legal fees related to our patents, and includes stock-based
compensation expense of $196,048.


                                       10
<PAGE>


     Research and development expense for the quarter ended September 30, 2005,
was $33,885, as compared to $4,300 for the quarter ended September 30, 2004. For
the nine month period ended September 30, 2005, research and development expense
was $96,940, as compared to $42,973 for the nine month period ended September
30, 2004. The current year expense primarily reflects technical consulting
expenses, and ongoing contracted product development.

     Amortization expense for the quarter ended September 30, 2005, was $1,206,
as compared to $1,206 for the quarter ended September 30, 2004. For the nine
month period ended September 30, 2005, amortization expense was $3,618, as
compared to $3,618 for the nine month period ended September 30, 2004.
Amortization expense reflects straight line amortization over seventeen years of
Company patent acquisition costs.

     Depreciation expense for the quarter ended September 30, 2005, was $841, as
compared to $0.00 for the quarter ended September 30, 2004. For the nine month
period ended September 30, 2005, depreciation expense was $1,104, as compared to
$0.00 for the nine month period ended September 30, 2004. Depreciation expense
reflects straight line depreciation over three years of office equipment
recorded at an historical cost of $10,884.

     A-Fem's net loss for the quarter ended September 30, 2005, was $518,069 as
compared to $6,566 for the quarter ended September 30, 2004. For the nine month
period ended September 30, 2005, the Company's net loss was $778,482, as
compared to $23,478 for the nine month period ended September 30, 2004. This
increased loss reflects the additional expense of returning the Company to a
fully operating company.

LIQUIDITY AND CAPITAL RESOURCES

     As of September 30, 2005, A-Fem had cash and cash equivalents of $527,480,
as compared to cash and cash equivalents of $108,471 as of December 31, 2004.
Our net increase in cash of $419,009 in the nine months ended September 30,
2005, primarily relates to our financing activities, which includes net proceeds
of $1,026,950 from sales of its common stock. A-Fem has used a portion of these
proceeds as well as its revenues to fund current operating expenses which
include the additional expense of returning the Company to a fully operating
company.

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

OFF-BALANCE SHEET ARRANGEMENTS

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

ITEM 3.  CONTROLS AND PROCEDURES

     A-Fem's management is responsible for establishing and maintaining adequate
internal control over financial reporting. All internal control systems, no
matter how well designed, have


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<PAGE>


inherent limitations. Management therefore is continuing to improve on the
design of such controls. A-Fem's management, including our CEO and CFO, has
assessed the effectiveness of A-Fem's internal control over financial reporting
as of September 30, 2005. Based on our assessment, we believe that as of
September 30, 2005 A-Fem's internal control over financial reporting is
adequate.

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

                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

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

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

     Not applicable.

ITEM 3.  DEFAULTS ON SENIOR SECURITIES

     Not applicable.

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

     Not applicable.

ITEM 5.  OTHER INFORMATION

     Not applicable.



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<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 A-Fem Medical
    Corporation for purposes of Section 18 of the Exchange Act.




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<PAGE>


                                   SIGNATURES

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


                                   A-Fem Medical Corporation


Date:   November 10, 2005                 By:  /s/ Walter Witoshkin
                                              ----------------------------------
                                          Walter Witoshkin, CEO
                                          (Principal Executive Officer)


Date:   November 10, 2005                 By:  /s/ Sasha Afanassiev
                                              ----------------------------------
                                          Sasha Afanassiev, CFO
                                          (Principal Financial Officer)



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

                                   A-Fem Medical Corporation
Date:   November 10, 2005                 By: /s/ Walter Witoshkin
                                          Walter Witoshkin, CEO
                                          (Principal Executive Officer)


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