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<SEC-DOCUMENT>0001019687-04-000337.txt : 20040217
<SEC-HEADER>0001019687-04-000337.hdr.sgml : 20040216
<ACCEPTANCE-DATETIME>20040217172245
ACCESSION NUMBER:		0001019687-04-000337
CONFORMED SUBMISSION TYPE:	10QSB
PUBLIC DOCUMENT COUNT:		6
CONFORMED PERIOD OF REPORT:	20031231
FILED AS OF DATE:		20040217

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			AETHLON MEDICAL INC
		CENTRAL INDEX KEY:			0000882291
		STANDARD INDUSTRIAL CLASSIFICATION:	LABORATORY ANALYTICAL INSTRUMENTS [3826]
		IRS NUMBER:				133632859
		STATE OF INCORPORATION:			NV
		FISCAL YEAR END:			0331

	FILING VALUES:
		FORM TYPE:		10QSB
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-21846
		FILM NUMBER:		04610348

	BUSINESS ADDRESS:	
		STREET 1:		7825 FAY AVENUE SUITE 200
		CITY:			LAJOLLA
		STATE:			CA
		ZIP:			92037
		BUSINESS PHONE:		2129120930

	MAIL ADDRESS:	
		STREET 1:		7825 FAY AVENUE SUITE 200
		CITY:			LAJOLLA
		STATE:			CA
		ZIP:			92037

	FORMER COMPANY:	
		FORMER CONFORMED NAME:	BISHOP EQUITIES INC
		DATE OF NAME CHANGE:	19930602
</SEC-HEADER>
<DOCUMENT>
<TYPE>10QSB
<SEQUENCE>1
<FILENAME>aethlon_10q-123103.txt
<TEXT>
<PAGE>

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

                                   (Mark One)

         [X]      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934.

                  For the quarterly period ended December 31, 2003

                                       OR

         [ ]      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
                  SECURITIES EXCHANGE ACT OF 1934.

                   For the transition period from _____to_____

                         COMMISSION FILE NUMBER 0-21846

                              AETHLON MEDICAL, INC.
                              ---------------------
             (Exact name of registrant as specified in its charter)

                    NEVADA                                13-3632859
            ----------------------                  ----------------------
         State or other jurisdiction of               (I.R.S. Employer
         incorporation or organization)               Identification No.)

         7825 FAY AVENUE, SUITE 200, LA JOLLA, CA               92037
         -----------------------------------------             ---------
         (Address of principal executive offices)              (Zip Code)

                                 (858) 456-5777
                                 ---------------
              (Registrant's telephone number, including area code)

         Indicate by check mark whether the registrant: (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ].

The number of shares of common stock of the registrant outstanding as of
February 12, 2004 was 9,122,711.


<PAGE>

                          PART I. FINANCIAL INFORMATION

ITEM 1.  CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

         CONDENSED CONSOLIDATED BALANCE SHEET AT DECEMBER 31, 2003 (UNAUDITED)

         CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED) FOR THE
         THREE AND NINE MONTHS ENDED DECEMBER 31, 2003 AND 2002 AND FOR THE
         PERIOD JANUARY 31, 1984 (INCEPTION) THROUGH DECEMBER 31, 2003

         CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED) FOR THE
         THREE AND NINE MONTHS ENDED DECEMBER 31, 2003 AND 2002 AND FOR THE
         PERIOD JANUARY 31, 1984 (INCEPTION) THROUGH DECEMBER 31, 2003

         NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

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

ITEM 3.  CONTROLS AND PROCEDURES

                           PART II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

ITEM 2.  CHANGES IN SECURITIES

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

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

ITEM 5.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

                                        2



<PAGE>

                                     PART I.
                              FINANCIAL INFORMATION

         All references to "us", "we", "Aethlon", "Aethlon Medical", or "the
Company" refer to Aethlon Medical, Inc., its predecessors and its subsidiaries.

ITEM 1. CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

                     AETHLON MEDICAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
                      CONDENSED CONSOLIDATED BALANCE SHEET



                                                                  December 31,
                                                                     2003
                                                                 (Unaudited)
                                                                 -------------
                                     ASSETS
Current assets
     Cash                                                        $      5,560
     Prepaid expenses                                                   6,401
                                                                 -------------
                                                                       11,961

Property and equipment, net                                            19,028
Patents and patents pending, net                                      243,163
Other assets                                                            8,905
                                                                 -------------

                                                                 $    283,057
                                                                 =============

                      LIABILITIES AND STOCKHOLDERS' DEFICIT

Current Liabilities
     Accounts payable and accrued
       liabilities                                               $  1,707,415
     Due to related parties                                         1,594,234
     Notes payable                                                    392,500
     Convertible notes payable                                        560,000
                                                                 -------------
                                                                    4,254,149

Commitments and Contingencies

Stockholders' Deficit
     Common stock, par value $0.001 per
         share; 25,000,000 shares authorized;
         8,826,627 shares issued
         and outstanding                                                8,827
     Additional paid-in capital                                    12,680,007
     Deficit accumulated during
         development stage                                        (16,659,926)
                                                                 -------------
                                                                   (3,971,092)
                                                                 -------------
                                                                 $    283,057
                                                                 =============

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



                                       3


<PAGE>
<TABLE>
                                       AETHLON MEDICAL, INC. AND SUBSIDIARIES
                                           (A Development Stage Company)
                                  CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                         For the Three and Nine Months Ended December 31, 2003 and 2002 and
                       For the Period January 31, 1984 (Inception) Through December 31, 2003
                                                    (Unaudited)
<CAPTION>
                                                                                                    January 31, 1984
                                      Three Months    Three Months     Nine Months      Nine Months      (Inception)
                                         Ended           Ended           Ended           Ended           through
                                      December 31,    December 31,    December 31,    December 31,    December 31,
                                          2003            2002            2003            2002            2003
                                      -------------   -------------   -------------   -------------   -------------
<S>                                   <C>             <C>             <C>             <C>             <C>
REVENUES
  Grant income                        $         --    $         --    $         --    $         --    $  1,424,012
  Subcontract income                            --              --              --              --          73,746
  Sale of research
     and development                            --              --              --              --          35,810
                                      -------------   -------------   -------------   -------------   -------------
                                                --              --              --              --       1,533,568

EXPENSES
  Personnel                                101,212         103,635         311,344         401,018       5,464,368
  Professional fees                          5,386         165,654         141,551         500,823       3,568,390
  Impairment                                    --              --              --              --       1,231,531
  Other expenses                            82,082          86,181         237,610         247,452       3,481,775
                                      -------------   -------------   -------------   -------------   -------------
                                           188,680         355,470         690,505       1,149,293      13,746,064

OPERATING LOSS                            (188,680)       (355,470)       (690,505)     (1,149,293)    (12,212,496)

OTHER EXPENSE (INCOME)
 Interest and other
         debt expenses                     139,409          50,849         342,906         304,493       4,327,238
 Interest income                                --             (42)             --             (42)       (17,415)
 Other                                          --              --              --          (1,616)        137,607
                                      -------------   -------------   -------------   -------------   -------------
                                           139,409          50,807         342,906          302,835      4,447,430
                                      -------------   -------------   -------------   -------------   -------------

NET LOSS                                  (328,089)       (406,277)     (1,033,411)     (1,452,128)    (16,659,926)
                                      =============   =============   =============   =============   =============
BASIC AND DILUTED LOSS PER
COMMON SHARE                          ($      0.04)   ($      0.07)   ($     0.13)    ($     0.27)
                                      =============   =============   =============   =============
WEIGHTED AVERAGE NUMBER OF
COMMON SHARES OUTSTANDING                8,211,717       5,586,904       7,762,130        5,433,046
                                      =============   =============   =============   =============


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

                                                         4
</TABLE>


<PAGE>
<TABLE>

                                   AETHLON MEDICAL, INC. AND SUBSIDIARIES
                                        (A Development Stage Company)
                               CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                          For the Nine Months Ended December 31, 2003 and 2002 and
                   For the Period January 31, 1984 (Inception) Through December 31, 2003
                                                 (Unaudited)
<CAPTION>
                                                                                             January 31, 1984
                                                                Nine Months      Nine Months     (Inception)
                                                                  Ended           Ended          Through
                                                               December 31,   December 31,   December 31,
                                                                   2003            2002            2003
                                                               -------------   -------------   -------------
<S>                                                            <C>             <C>             <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Net loss                                                       $ (1,033,411)   $ (1,452,128)   $(16,659,926)
Adjustments to reconcile net loss to net cash
   used in operating activities:
     Depreciation and amortization                                  118,865         118,897         901,780
     Gain on sale of property and equipment                              --              --         (13,065)
     Fair market value of warrants issued in connection with
         accounts payable and debt                                       --         (24,714)      2,715,736

     Fair market value of common stock, warrants and
         options issued for services                                  2,500         159,000       2,132,934
     Beneficial conversion feature of convertible
         notes payable                                              150,000         245,700         635,000
     Impairment of patents pending                                       --              --         334,304
     Impairment of goodwill                                              --              --         897,227
     Deferred compensation forgiven                                      --              --         217,223
     Changes in operating assets and liabilities:
         Prepaid expenses                                             3,909         117,017         155,136
         Other assets                                                (3,300)         (2,150)         (8,905)
         Accounts payable and accrued liabilities                   176,213         179,442       1,810,486
         Due to related parties                                     179,235         296,175       1,594,234
                                                               -------------   -------------   -------------
Net cash used in operating activities                              (405,989)       (362,761)     (5,287,836)

CASH FLOWS FROM INVESTING ACTIVITIES
Acquisition of property and equipment                                (4,783)          1,197)       (214,167)
Acquisition of patents and patents pending                               --         (19,995)       (352,833)
Proceeds from sale of property and equipment                             --              --          17,065
Cash of acquired company                                                 --              --          10,728
                                                               -------------   -------------   -------------

Net cash used in investing activities                                (4,783)        (21,192)       (539,207)

                                                 (continued)

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

                                                     5
</TABLE>


<PAGE>
<TABLE>

                         AETHLON MEDICAL, INC. AND SUBSIDIARIES
                              (A Development Stage Company)
                     CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                For the Nine Months Ended December 31, 2003 and 2002 and
         For the Period January 31, 1984 (Inception) Through December 31, 2003
                                       (Unaudited)
<CAPTION>

                                                                          January 31,1984
                                              Nine Months     Nine Months     (Inception)
                                                Ended          Ended          Through
                                             December 31,  December 31,   December 31,
                                                 2003           2002            2003
                                             ------------   ------------    ------------
<S>                                          <C>            <C>             <C>

CASH FLOWS FROM FINANCING ACTIVITIES
Proceeds from issuance of notes payable      $        --    $   255,000     $ 1,480,000
Principal payments on notes payable             (160,000)       (25,000)       (170,000)
Net proceeds from issuance of convertible
  notes payable                                  150,000             --         948,000
Net proceeds from issuance of common stock       420,000         74,000       3,574,603
                                             ------------   ------------    ------------

Net cash provided by financing activities        410,000        304,000       5,832,603
                                             ------------   ------------    ------------

NET (DECREASE) INCREASE IN CASH                     (772)        (9,442)          5,560

CASH - beginning of period                         6,332         10,667              --
                                             ------------   ------------    ------------

CASH - end of period                         $     5,560    $     1,225     $     5,560
                                             ============   ============    ============

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

                                            6
</TABLE>

<PAGE>

                     AETHLON MEDICAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               December 31, 2003

NOTE 1. NATURE OF BUSINESS AND BASIS OF PRESENTATION

Aethlon Medical, Inc. (the "Company") is a development stage therapeutic device
company focused on expanding the applications of its Hemopurifier (TM) platform
technology, which is designed to rapidly reduce the presence of infectious
viruses and other toxins from human blood. In this regard, Aethlon Medical's
core focus is the development of therapeutic devices that treat
HIV/AIDS, Hepatitis-C, and pathogens used in biological warfare and terrorism.
In pre-clinical testing, the Company's HIV-Hemopurifier removed 55% of HIV from
human blood in three hours and in excess of 85% in twelve hours. This same
treatment cartridge was able to remove 90% of toxic proteins that deplete immune
cells in one hour. In January of 2003, the Company completed early stage blood
studies of its HCV-Hemopurifier, which documented the ability to remove 58
percent of the Hepatitis-C virus from infected blood in two hours. The Company
is in the development stage on the Hemopurifier and significant research and
testing are still needed to reach commercial viability. Any resulting medical
device or process will require approval by the U.S. Food and Drug Administration
("FDA"), and the Company has not yet begun efforts to obtain FDA approval on its
current lead product candidate, which may take several years. Since many of the
Company's patents were issued in the 1980's, they are scheduled to expire in the
near future. Thus, such patents may expire before FDA approval, if any, is
obtained.

The Company is classified as a development stage enterprise under accounting
principles generally accepted in the United States ("GAAP"), and has not
generated revenues from its principal operations.

The Company's common stock is quoted on the Over-the-Counter Bulletin Board of
the National Association of Securities Dealers under the symbol "AEMD".

The accompanying unaudited condensed consolidated financial statements of
Aethlon Medical, Inc. (the "Company") have been prepared in accordance with GAAP
for interim financial information and with the instructions to Form 10-QSB.
Accordingly, they do not include all of the information and footnotes required
by GAAP for complete financial statements. In the opinion of management, all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair presentation have been included. Operating results for the three and
nine-month periods ended December 31, 2003 are not necessarily indicative of the
results that may be expected for the year ending March 31, 2004. For further
information, refer to the Company's Annual Report on Form 10-KSB for the year
ended March 31, 2003, which includes audited financial statements and footnotes
as of and for the years ended March 31, 2003 and 2002.

NOTE 2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

The summary of significant accounting policies of the Company presented below is
designed to assist the reader in understanding the Company's consolidated
financial statements. Such financial statements and related notes are the
representations of Company management, who is responsible for their integrity
and objectivity. These accounting policies conform to GAAP in all material
respects, and have been consistently applied in preparing the accompanying
condensed consolidated financial statements.

PRINCIPLES OF CONSOLIDATION
- ---------------------------

The accompanying condensed consolidated financial statements include the
accounts of Aethlon Medical, Inc. and its legal wholly-owned subsidiaries
Aethlon, Inc., Hemex, Inc. and Cell Activation, Inc. ("Cell") (collectively
hereinafter referred to as the "Company"). All significant intercompany balances
and transactions have been eliminated in consolidation.

                                        7

<PAGE>

                     AETHLON MEDICAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               December 31, 2003

STOCK BASED COMPENSATION
- ------------------------

At December 31, 2003, the Company has two stock-based employee compensation
plans. The Company accounts for those plans under the recognition and
measurement principles of Accounting Principles Board Opinion No. 25,
"Accounting for Stock Issued to Employees" ("APB 25"), and related
Interpretations.

No stock-based employee compensation cost is reflected in net loss, as all
options granted under those plans had an exercise price equal to the market
value of the underlying common stock on the date of grant. The following table
illustrates the effect on net income and earnings per share if the Company had
applied the fair value recognition provisions of Statement of Financial
Accounting Standards No. 123, "Accounting for Stock-Based Compensation," as
amended to stock-based employee compensation.

                                                          2003          2002
                                                      ------------  ------------
Net loss:
    As reported                                       $(1,033,411)  $(1,452,128)
    Deduct: Total stock-based employee compensation
          expense determined under fair value based
          method for all awards                                --        (9,000)
                                                      ------------  ------------
    Pro forma                                         $(1,033,411)  $(1,461,128)
                                                      ============  ============

Basic and diluted net loss per share:
    As reported                                       $     (0.13)  $     (0.27)
                                                      ============  ============
    Pro forma                                         $     (0.13)  $     (0.27)
                                                      ============  ============


LOSS PER COMMON SHARE
- ---------------------

Loss per common share is based on the weighted average number of shares of
common stock and common stock equivalents outstanding during the year in
accordance with Statement of Financial Accounting Standards No. 128, "Earnings
per Share."

Securities that could potentially dilute basic loss per share (prior to their
conversion, exercise or redemption) were not included in the
diluted-loss-per-share computation because their effect is anti-dilutive. The
total potential common shares that have not been included in such computation
are approximately 1,260,000 (using the treasury stock method) at December 31,
2003.

RECENT ACCOUNTING PRONOUNCEMENTS
- --------------------------------
In May 2003, the FASB issued SFAS No. 150, "Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity." SFAS No. 150
establishes standards for how an issuer classifies and measures certain
financial instruments with characteristics of both liabilities and equity and is
effective (except for certain mandatorily redeemable noncontrolling interests)
for financial instruments entered into or modified after May 31, 2003.
Otherwise, this pronouncement is effective for public companies at the beginning
of the first interim period beginning after June 15, 2003. The Company adopted
SFAS No. 150 on the aforementioned effective dates. The adoption of this
pronouncement did not have a material impact on the Company's results of
operations or financial condition.

Other recent accounting pronouncements issued by the FASB (including its
Emerging Issues Task Force), the American Institute of Certified Public
Accountants, and the Securities and Exchange Commission did not or are not
believed by management to have a material impact on the Company's present or
future consolidated financial statements.


                                        8

<PAGE>
                     AETHLON MEDICAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               December 31, 2003

RECLASSIFICATIONS
- -----------------

Certain reclassifications have been made to the December 31, 2002 financial
statement presentation to correspond to the December 31, 2003 format.

NOTE 3. CONVERTIBLE PROMISSORY NOTES

CONVERTIBLE PROMISSORY NOTES
- -----------------------------

At December 31, 2003, the Company had outstanding convertible notes totaling
$560,000.

In April 2003, the Company issued a convertible note in the amount of $150,000,
bearing interest at 9% per annum, with principal and interest due in June 2003,
which is in default. The convertible note may be converted to common stock of
the Company at the conversion price of $0.25 per share at any time at the option
of the noteholder. The Company has recorded a beneficial conversion feature
("BCF") of $150,000 in connection with the issuance of the note and amortized
such amount to interest expense during the nine month period ended December 31,
2003.

In December 2003, a noteholder converted $100,000 of convertible notes and
accrued interest in the amount of $15,416 for 461,667 shares of common stock and
461,667 one-year warrants to purchase common stock at $0.25 per share.

In January 2004, two noteholders converted $35,000 of convertible notes and
accrued interest in the amount of approximately $4,521 for 158,084 shares of
common stock and 158,084 one-year warrants to purchase common stock at $0.25 per
share.

In February 2004, a noteholder converted $25,000 of 15% promissory notes for
100,000 shares of common stock and 100,000 one-year warrants to purchase common
stock at $0.25 per share.

As of the date of this report, various promissory and convertible notes payable
in the aggregate principal amount of $892,500 have reached maturity and are past
due. The Company is currently seeking other financing arrangements to retire all
past due notes.

NOTE 4. GOING CONCERN AND LIQUIDITY CONSIDERATIONS

The accompanying condensed consolidated financial statements have been prepared
on a going concern basis, which contemplates the realization of assets and the
satisfaction of liabilities in the ordinary course of business. The Company has
experienced a loss of approximately $16.7 million for the period from January
31, 1984 (Inception) through December 31, 2003. The Company has not generated
significant revenue or any profit from operations since inception. A substantial
amount of additional capital will be necessary to advance the development of the
Company's products to the point at which they may become commercially viable.
Such factors indicate that the Company may be unable to continue as a going
concern for a reasonable period of time. Management is in discussions with
potential investors to pursue additional capital infusions into the Company,
which management believes are necessary at least until such time that the
Company generates sufficient revenues and achieves profitability and positive
cash flow.

The condensed consolidated financial statements do not include any adjustments
relating to the recoverability of assets that might be necessary should the
Company be unable to continue as a going concern. The Company's continuation as
a going concern is dependent upon its ability to obtain additional financing as
may be required, and generate sufficient revenue and operating cash flow to meet
its obligations on a timely basis.

                                        9

<PAGE>

                     AETHLON MEDICAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               December 31, 2003

NOTE 5. COMMITMENTS AND CONTINGENCIES

REGISTRATION RIGHTS AGREEMENTS
- ------------------------------

The Company is obligated under various agreements to register its common stock,
including the common stock underlying certain warrants and options. The Company
is subject to penalties for failure to register such securities, the amount of
which could be material to the Company's financial position, results of
operations and cash flows. The Company filed a registration statement on Form
SB-2 with the Securities and Exchange Commission in December 2000 to register
the necessary securities. However, such registration statement was never
declared effective. Management is currently unaware of any potential claims
related to the lack of registration and plans to file a revised registration
statement as funds to cover registration expenses become available. The Company
may incur additional charges in exchange for further waivers through the date of
an effective registration statement.

DELINQUENT SEC FILING
- ---------------------

The Company's March 31, 2002 Form 10-KSB did not contain certain disclosure
items in its Executive Compensation, Security Ownership of Certain Beneficial
Owners and Management and Certain Relationships and Related Transactions. Such
sections were intended to be incorporated by reference in the Company's proxy
statement, which was not filed. The failure to file the proxy statement with the
disclosures required in Form 10-KSB constitutes non-compliance with the periodic
reporting requirements of the Securities and Exchange Act of 1934 (the "Exchange
Act") and, among other things, could result in de-listing of the Company's
common stock from the Over-the-Counter Bulletin Board ("OTCBB").

In addition, any owners of the Company's restricted securities who are otherwise
eligible to sell such securities under Rule 144 may be temporarily unable to do
so until such filing delinquency is cured. The Company intends to file an
amendment to its Annual Report on Form 10-KSB for the year ended March 31, 2002
to cure such delinquency.

NOTE 6. STOCK TRANSACTIONS

In October 2003, the Company issued 80,000 shares of restricted common stock at
$0.25 per share for cash totaling $20,000 in connection with the exercise of
warrants.

In November 2003, the Company issued 100,000 shares of restricted common stock
at $0.25 per share for cash totaling $25,000 in connection with the exercise of
warrants.

In November 2003, the Company issued 100,000 shares of restricted common stock
at $0.25 per share for cash totaling $25,000. In connection with the issuance of
such shares, the Company granted the stockholder 100,000 one-year warrants to
purchase common stock of the Company at $0.25 per share.

In December 2003, the Company cancelled 50,000 shares of restricted common stock
in conjunction with the mutual cancellation of fund-raising activities that were
not rendered. The stock was valued at $20,000 based on the market price at
issuance and common stock has been reduced by such amount in the accompanying
financial statements.

In December 2003, the Company issued 20,000 shares of restricted common stock at
$0.25 per share for cash totaling $5,000. In connection with the issuance of
such shares, the Company granted the stockholders 20,000 one-year warrants to
purchase common stock of the Company at $0.25 per share.

In December 2003, the Company issued 120,000 shares of restricted common stock
at $0.25 per share for cash totaling $30,000 in connection with the exercise of
warrants.

In December 2003, the Company issued 461,667 shares of restricted common stock
at $0.25 per share in connection with the conversion of $100,000 10% convertible
notes plus accrued interest of $15,417. In connection with the issuance of such
shares, the Company granted the noteholder 461,667 one-year warrants to purchase
common stock of the Company at $0.25 per share.

                                        10

<PAGE>

                     AETHLON MEDICAL, INC. AND SUBSIDIARIES
                          (A Development Stage Company)
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               December 31, 2003

NOTE 7. SUBSEQUENT EVENTS

On January 20, 2004 the Company entered into a Subscription Agreement
(Agreement) with Lion Share Group, Inc. (Lion Share), a Bahamas corporation,
under which the Company will issue and sell, and Lion Share will purchase, up to
5,000,000 shares of the Company's common stock, in installment closings, in
certain amounts, per share purchase prices, purchase price amounts, and on
certain dates, as set forth in the Agreement.

On January 16, 2004, a judgement lien in the amount of $55,000 was filed against
the Company for repayment of a past due note. The Company is in active
negotiations with the noteholder to settle the claim.




                                       11


<PAGE>

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

The following discussion of Aethlon Medical's financial condition and results of
operations should be read in conjunction with, and is qualified in its entirety
by the condensed consolidated financial statements and notes thereto, included
in Item 1 in this Quarterly Report on Form 10-QSB. This item contains
forward-looking statements that involve risks and uncertainties. Actual results
may differ materially from those indicated in such forward-looking statements.

FORWARD LOOKING STATEMENTS
- --------------------------

All statements, other than statements of historical fact, included in this Form
10-QSB are, or may be deemed to be, "forward-looking statements" within the
meaning of Section 27A of the Securities Act of 1933, as amended ("the
Securities Act"), and Section 21E of the Exchange Act. Such forward-looking
statements involve assumptions, known and unknown risks, uncertainties and other
factors which may cause the actual results, performance, or achievements of
Aethlon Medical, Inc. ("the Company") to be materially different from any future
results, performance, or achievements expressed or implied by such forward
looking statements contained in this Form 10-QSB. Such potential risks and
uncertainties include, without limitation, completion of the Company's
capital-raising activities, FDA approval of the Company's products, other
regulations, patent protection of the Company's proprietary technology, product
liability exposure, uncertainty of market acceptance, competition, technological
change, and other risk factors detailed herein and in other of the Company's
filings with the Securities and Exchange Commission. The forward-looking
statements are made as of the date of this Form 10-QSB, and the Company assumes
no obligation to update the forward-looking statements, or to update the reasons
actual results could differ from those projected in such forward-looking
statements.

THE COMPANY
- -----------

Aethlon Medical is a development stage therapeutic device company that has not
yet engaged in significant commercial activities. The primary focus of our
resources is the advancement of our proprietary Hemopurifier(TM) platform
treatment technology, which is designed to rapidly reduce the presence of
infectious disease and toxins in the body. Our main focus during fiscal 2004 is
to prepare our HIV-Hemopurifier to treat HIV/AIDS, and our HCV-Hemopurifier to
treat Hepatitis-C for human clinical trials. We are also working to advance
pathogen filtration devices to treat infectious agents used in biological
warfare and terrorism. See Item 1, "NATURE OF BUSINESS".

Our principal executive office is located at 7825 Fay Avenue, Suite 200, La
Jolla, California 92037. Our telephone number is 858/456-5777, and our website
is www.aethlonmedical.com.

We file annual, quarterly, special reports, proxy statements and other
information with the Securities Exchange Commission (SEC). Reports, proxy
statements and other information filed with the SEC can be inspected and copied
at the public reference facilities of the SEC at 450 Fifth Street NW,
Washington, DC 20549. Such material may also be accessed electronically by means
of the SEC's website at www.sec.gov.

Our common stock, par value $0.001 per share, is traded on the OTCBB under the
symbol "AEMD".

CRITICAL ACCOUNTING POLICIES
- ----------------------------

The preparation of condensed consolidated financial statements in conformity
with accounting principles generally accepted in the United States of America
requires us to make a number of estimates and assumptions that affect the
reported amounts of assets and liabilities and disclosure of contingent assets
and liabilities at the date of the financial statements. Such estimates and
assumptions affect the reported amounts of expenses during the reporting period.
On an ongoing basis, we evaluate estimates and assumptions based upon historical
experience and various other factors and circumstances. We believe our estimates
and assumptions are reasonable in the circumstances; however, actual results may
differ from these estimates under different future conditions.

                                        12

<PAGE>

We believe that the estimates and assumptions that are most important to the
portrayal of our financial condition and results of operations, in that they
require our most difficult, subjective or complex judgments, form the basis for
the accounting policies deemed to be most critical to us. These critical
accounting policies relate to stock purchase warrants issued with notes payable,
beneficial conversion feature of convertible notes payable, impairment of
intangible assets and long lived assets, contingencies and litigation. We
believe estimates and assumptions related to these critical accounting policies
are appropriate under the circumstances; however, should future events or
occurrences result in unanticipated consequences, there could be a material
impact on our future financial conditions or results of operations.

RESULTS OF OPERATIONS
- ---------------------

THE THREE MONTHS ENDED DECEMBER 31, 2003 COMPARED TO THE THREE MONTHS ENDED
DECEMBER 31, 2002.

OPERATING EXPENSES
- ------------------

Consolidated operating expenses were $ 188,680 for the three months ended
December 31, 2003, versus $355,470 for the comparable period ended December 31,
2002. This decrease of 46.9% in operating expenses is principally attributable
to decreased professional fees due to reduced professionals associated with
strategic and financial planning activities. Subject to obtaining the necessary
funds, the Company expects future costs to increase due to test and support
expenses associated with obtaining regulatory approval of its Hemopurifier.

NET LOSS
- --------

We recorded a consolidated net loss of $328,089 and $406,277 for the quarters
ended December 31, 2003 and 2002, respectively. The decrease in net loss of
19.2% was primarily attributable to reduced operating expenses, partially offset
by increased interest expense.

Basic and diluted loss per common share were ($0.04) for the three month period
ended December 31, 2003 compared to ($0.07) for the same period ended December
31, 2002. This reduction in loss per share was primarily attributable to the
decrease in net loss, as well as greater number of common shares outstanding
during the three month period ended December 31, 2003, as compared to the three
month period ended December 31, 2002.


THE NINE MONTHS ENDED DECEMBER 31, 2003 COMPARED TO THE NINE MONTHS ENDED
DECEMBER 31, 2002.

OPERATING EXPENSES
- ------------------

Consolidated operating expenses were $690,505 for the nine months ended December
31, 2003, versus $1,149,293 for the comparable period ended December 31, 2002.
This decrease of 40% in operating expenses is principally attributable to
decreased professional fees and personnel expenses due to reduced professionals
associated with strategic and financial planning activities and reduced staff.
Subject to obtaining the necessary funds, the Company expects future costs to
increase due to test and support expenses associated with obtaining regulatory
approval of its Hemopurifier.

NET LOSS
- --------

We recorded a consolidated net loss of $1,033,411 and $1,452,128 for the nine
Month periods ended December 31, 2003 and 2002, respectively. The decrease in
net loss of 28.8% was primarily attributable to reduced operating expenses,
offset partially by slightly higher interest expense.

Basic and diluted loss per common share were ($0.13) for the nine month period
ended December 31, 2003 compared to ($0.27) for the same period ended December
31, 2002. This reduction in loss per share was primarily attributable to the
decrease in net loss, as well as greater number of common shares outstanding
during the nine month period ended December 31, 2003, as compared to the nine
month period ended December 31, 2002.


                                       13


<PAGE>

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

To date, we have funded our capital requirements for the current operations from
net funds received from the public and private sale of debt and equity
securities, as well as from the issuance of common stock in exchange for
services. Our cash position at December 31, 2003 was $5,560 as compared to
$6,332, at March 31, 2003, representing a decrease of $772.

During the nine months ended December 31, 2003, operating activities used net
cash of $405,989. In our financing activities, we received $420,000 from the
sale of common stock and exercise of warrants. We received $150,000 from the
issuance of a convertible note and we repaid in full a secured promissory note
in the amount of $160,000.

During the nine month period ended December 31, 2003, net cash used in operating
activities primarily consisted of net loss of $1,033,411. Net loss was offset
principally by depreciation and amortization of $118,865, a beneficial
conversion feature of $150,000, increase in accounts payable and accrued
liabilities of $176,213 and an increase in amounts due to related parties of
$179,235.

Changes in current assets and current liabilities of ($234,713) resulted in a
negative working capital position of ($4,242,188) at December 31, 2003, as
compared to a negative working capital of ($4,007,475) at March 31, 2003.

Our current deficit in working capital requires us to obtain funds in the
short-term to be able to continue in business, and in the longer term to fund
research and development on products not yet ready for market. We are seeking to
fund these and other operating needs in the next 12 months from funds to be
obtained through a corporate acquisition of or merger with another entity with
greater financial resources, or from the proceeds of additional private
placements or public offerings of debt or equity securities, or both.

Due to the our recurring losses during the development stage, and continued need
for capital, our independent certified public accountants have included an
explanatory paragraph in their audit report in the Company's Form 10-KSB at
March 31, 2003, stating that these factors raise substantial doubt about the
Company's ability to continue as a going concern.

We expect to raise additional capital within the next three months to fund
research and development and other activities. Our operations to date have
consumed substantial capital without generating revenues, and we will continue
to require substantial and increasing capital funds to conduct necessary
research and development and pre-clinical and clinical testing of our
Hemopurifier products, and to market any of those products that receive
regulatory approval. We do not expect to generate revenue from operations for
the foreseeable future, and our ability to meet our cash obligations as they
become due and payable is expected to depend for at least the next several years
on our ability to sell securities, borrow funds or a combination thereof. Our
future capital requirements will depend upon many factors, including progress
with pre-clinical testing and clinical trials, the number and breadth of our
programs, the time and costs involved in preparing, filing, prosecuting,
maintaining and enforcing patent claims and other proprietary rights, the time
and costs involved in obtaining regulatory approvals, competing technological
and market developments, and our ability to establish collaborative
arrangements, effective commercialization, marketing activities and other
arrangements. We expect to continue to incur increasing negative cash flows and
net losses for the foreseeable future.

Management does not believe that inflation has had or is likely to have any
material impact on the Company's limited operations.

At the date of this filing, we do not have plans to purchase significant amounts
of equipment or hire significant numbers of employees prior to successfully
raising additional capital.


                                        14

<PAGE>

ITEM 3. CONTROLS AND PROCEDURES

Under the supervision and with the participation of our management, including
our Chief Executive Officer ("CEO") and Chief Financial Officer ("CFO"), we
evaluated the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) of the 34
Act) as of a date (the "Evaluation Date") within 90 days prior to the filing
date of this report. Based upon that evaluation, the CEO and CFO concluded that,
as of December 31, 2003, our disclosure controls and procedures were effective
in timely alerting them to the material information relating to us (or our
consolidated subsidiaries) required to be included in our periodic filings with
the SEC. Based on their most recent evaluation as of the Evaluation Date, the
CEO and the CFO have also concluded that there are no significant deficiencies
in the design or operation of internal control over financial reporting which
are reasonably likely to adversely affect the Company's ability to record,
process, summarize and report financial information, and such officers have
identified no material weaknesses in internal controls.

There were no significant changes made in our internal control over financial
reporting during the quarter ended December 31, 2003 that are reasonably likely
to significantly affect these controls. Thus, no corrective actions with regard
to significant deficiencies or material weaknesses were necessary.


                                       15


<PAGE>

                                     PART II

                                OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

On January 16, 2004, a judgement lien in the amount of $55,000 was filed against
the Company for repayment of a past due note. The Company is in active
negotiations with the noteholder to settle the claim.


ITEM 2. CHANGES IN SECURITIES

In October 2003, the Company issued 80,000 shares of restricted common stock at
$0.25 per share for cash totaling $20,000 in connection with the exercise of
warrants.

In November 2003, the Company issued 100,000 shares of restricted common stock
at $0.25 per share for cash totaling $25,000 in connection with the exercise of
warrants.

In November 2003, the Company issued 100,000 shares of restricted common stock
at $0.25 per share for cash totaling $25,000. In connection with the issuance of
such shares, the Company granted the stockholder 100,000 one-year warrants to
purchase common stock of the Company at $0.25 per share.

In December 2003, the Company cancelled 50,000 shares of restricted common stock
in conjunction with the mutual cancellation of fund-raising activities that were
not rendered. The stock was valued at $20,000 based on the market price at
issuance and common stock has been reduced by such amount in the accompanying
financial statements.

In December 2003, the Company issued 20,000 shares of restricted common stock at
$0.25 per share for cash totaling $5,000. In connection with the issuance of
such shares, the Company granted the stockholders 20,000 one-year warrants to
purchase common stock of the Company at $0.25 per share.

In December 2003, the Company issued 120,000 shares of restricted common stock
at $0.25 per share for cash totaling $30,000 in connection with the exercise of
warrants.

In December 2003, the Company issued 461,667 shares of restricted common stock
at $0.25 per share in connection with the conversion of $100,000 10% convertible
notes plus accrued interest of $15,417. In connection with the issuance of such
shares, the Company granted the noteholder 461,667 one-year warrants to purchase
common stock of the Company at $0.25 per share.

In January 2004, the Company issued 158,084 shares of restricted common stock at
$0.25 per share in connection with the conversion of $35,000 principal amount of
10% convertible notes plus accrued interest of $4,521. In connection with the
issuance of such shares, the Company granted the noteholder 158,084 one-year
warrants to purchase common stock of the Company at $0.25 per share.

In January 2004, the Company issued 12,000 shares of restricted common stock in
payment for services of $4,825.

In February 2004, the Company issued 100,000 shares of restricted common stock
at $0.25 per share in connection with the conversion of $25,000 principal amount
of 15% promissory notes. In connection with the issuance of such shares, the
Company granted the noteholder 100,000 one-year warrants to purchase common
stock of the Company at $0.25 per share

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

As of the date of this report, various promissory and convertible notes payable
in the aggregate principal amount of $892,500 have reached maturity and are past
due. The Company is currently seeking other financing arrangements to retire all
past due notes.

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

None

ITEM 5. OTHER INFORMATION

None

                                        16

<PAGE>

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits. The following documents are filed as part of this report:

10.1 Subscription Agreement with the Lion Share Group, Inc., dated January 20,
2004.

31.1 Certification of CEO pursuant to Securities Exchange Act rules 13a-15 and
15d-15(c) as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002.

31.2 Certification of CFO pursuant to Securities Exchange Act rules 13a-15 and
15d-15(c) as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002.

32.1 Certification of James A. Joyce, Chief Executive Officer pursuant to 18
U.S.C. section 1350, as adopted pursuant to section 906 of the Sarbanes-Oxley
act of 2002.

32.2 Certification of Edward C. Hall, Chief Financial Officer (Principal
Accounting Officer) pursuant to 18 U.S.C. section 1350, as adopted pursuant to
section 906 of the Sarbanes-Oxley act of 2002.

(b) Reports on Form 8-K filed during the quarter ended December 31, 2003.

None

(c) Previously filed documents:

Articles of Incorporation of Aethlon Medical, Inc.

By-Laws of Aethlon Medical, Inc.

Form of Promissory Note

Registration Rights Agreement

                                       17



<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.

                              AETHLON MEDICAL, INC

Date: February 17, 2004


BY: /S/ JAMES A. JOYCE                  BY: /S/ EDWARD C. HALL
    ---------------------------             ---------------------------
      JAMES A. JOYCE                        EDWARD C. HALL
      CHAIRMAN, PRESIDENT AND               CHIEF FINANCIAL OFFICER
      CHIEF EXECUTIVE OFFICER



                                        18


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>aethlon_10qex10-1.txt
<TEXT>
<PAGE>
EXHIBIT 10.1

                             SUBSCRIPTION AGREEMENT


         THIS SUBSCRIPTION AGREEMENT (this "AGREEMENT"), dated as of January 20,
2004, is entered into by and between AETHLON MEDICAL, INC., a Nevada corporation
(the "COMPANY"), and the Lion Share Group, Inc., (the "Investor") a corporation
organized under the laws of the Bahamas.

                                    RECITALS:

         The Investor would like to purchase from the Company, and the Company
would like to sell to the Investor, certain shares of the Common Stock, par
value $0.001 per share of the Company ("COMMON STOCK"), on the terms and subject
to the conditions set forth in this Agreement.

                                   AGREEMENT:

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
herein contained, the receipt and sufficiency of which are agreed upon by the
parties, the parties hereto hereby agree as follows:

         SECTION 1.  PURCHASES AND SALES OF COMMON STOCK.

         (a) Upon the terms and subject to the conditions set forth herein, the
Company shall sell to the Investor, and the Investor shall purchase from the
Company, an aggregate of 5,000,000 shares of Common Stock. The purchases and
sales of shares of Common Stock pursuant to this Agreement shall occur at an
aggregate of three (3) installment closings (each, an "INSTALLMENT CLOSING"), in
the respective share amounts, at the respective per share purchase prices, at
the respective aggregate purchase price amounts, and on the respective dates set
forth on the schedule attached hereto as EXHIBIT A (the "SCHEDULE OF INSTALLMENT
CLOSINGS"). The shares of Common Stock to be purchased by the Investor from the
Company at the Installment Closings pursuant to this Agreement as sometimes
referred to herein as the "PURCHASED SHARES".

         (b) Each Installment Closing shall take place at 10:00 am (Pacific
local time) on the date set forth on the Schedule of Installment Closings (each
such date, an "INSTALLMENT CLOSING DATE"), by payment by the Investor to the
Company of the aggregate purchase price for the shares of Common Stock to be
purchased in such Installment Closing (as set forth on the Schedule of
Installment Closings), in cash by wire transfer of immediately available funds
(denominated in U.S. dollars) to the Company's account (with respect to each
Installment Closing, THE "PURCHASE PRICE"), in exchange for issuance by the
Company to the Investor of the shares of Common Stock purchased by the Investor
from the Company in such Installment Closing.

         (c) Upon execution and delivery of this Agreement, as collateral for
the obligation of Investor to consummate the Installment Closings hereunder, the
Investor shall deliver to the Company a letter of credit, in form and substance
reasonably acceptable to the Company (the "LETTER OF CREDIT"), along with any
authorizations deemed necessary or advisable by the Company to allow the Company
to draw down on the Letter of Credit in accordance with the terms and conditions
of this Agreement. In the event of a failure by the Investor to pay the
aggregate Purchase Price with respect to one or more Installment Closings, the
Company may (but is not required to) draw down upon the Letter of Credit in an
amount equal to the aggregate Purchase Price with respect to such Installment
Closing.

         (d) The Investor's obligation to consummate each Installment Closing
shall be conditioned upon: (i) receipt by the Investor of evidence that a stock
certificate representing the shares of Common Stock purchased by the Investor
from the Company at such Installment Closing has been issued to the Investor;
(ii) all of the representations and warranties of the Company set forth in this
Agreement being true and correct as of the applicable Installment Closing Date;
and (iii) the Company not being in material breach of this Agreement as of the
applicable Installment Closing Dat/e. The Company's obligation to consummate
each Installment Closing shall be conditioned upon: (i) receipt by the Company
of the aggregate Purchase Price with respect to such Installment Closing; (ii)
all of the representations and warranties of the Investor set forth in this
Agreement being true and correct as of the applicable Installment Closing Date;
and (iii) the Investor not being in material breach of this Agreement as of the
applicable Installment Closing Date.

                                      -1-
<PAGE>

         SECTION 2. REPRESENTATIONS AND WARRANTIES OF THE COMPANY TO THE
INVESTOR.

         The Company hereby represents and warrants to the Investor, as of the
date of this Agreement and as of each Installment Closing Date, as follows:

         (a) ORGANIZATION. The Company is a corporation duly organized, validly
existing and in good standing under the laws of State of Nevada and has all
requisite corporate power and authority to own and lease its property and to
carry on its business as presently conducted.

         (b) AUTHORIZATION OF AGREEMENT AND ISSUANCE OF THE PURCHASED SHARES;
ENFORCEABILITY; Non-Contravention. The execution, delivery and performance by
the Company of this Agreement and issuance of the Purchased Shares have been
duly authorized by all requisite action on the part of the Company. This
Agreement has been duly executed and delivered by the Company and constitutes a
valid and binding obligation of the Company, enforceable in accordance with its
respective terms. The execution, delivery and performance of this Agreement, and
the compliance with the provisions hereof and thereof by the Company, will not:

                  (i) materially violate any provision of law, statute,
ordinance, rule or regulation or any ruling, writ, injunction, order, judgment
or decree of any court, administrative agency or other governmental body;

                  (ii) materially conflict with or result in any material breach
of any of the terms, conditions or provisions of, or constitute (with due notice
or lapse of time, or both) a material default (or give rise to any right of
termination, cancellation or acceleration) under (A) any agreement, document,
instrument, contract, understanding, arrangement, note, indenture, mortgage or
lease to which the Company is a party or under which the Company or any of its
assets is bound or affected, (B) the Company's Certificate of Incorporation, or
(C) the Company's By-laws; or

                  (iii) result in the creation of any lien, security interest,
charge or encumbrance upon any of the properties or assets of the Company.

         (c) CONSENTS AND APPROVALS. No authorization, consent, approval or
other order of, or declaration to or filing with, any governmental agency or
body (other than filings required to be made under applicable federal and state
securities laws) is required for the valid authorization, execution, delivery
and performance by the Company of this Agreement or the issuance of the
Purchased Shares that has not been obtained or made, except for the filing of
Form D with the U.S. Securities and Exchange Commission (the "Commission") and
such filings as are required to be made under applicable Federal and state
securities laws. The Company has obtained all other consents that are necessary
to permit the consummation of the transactions contemplated hereby.

         (d) SECURITIES LAWS. Based on the representations of the Investor set
forth in SECTION 3 of this Agreement, the offer, sale and issuance of the
Purchased Shares to the Investor hereunder, are exempt from the registration
requirements of the United States Securities Act of 1933, as amended (the
"SECURITIES ACT").

                                      -2-
<PAGE>

         SECTION 3. REPRESENTATIONS AND WARRANTIES OF THE INVESTOR TO THE
COMPANY.

         The Investor represents and warrants to the Company, as of the date of
this Agreement and as of each Installment Closing Date, as follows:

         (a) The execution, delivery and performance by the Investor of this
Agreement and issuance of the Purchased Shares have been duly authorized by all
requisite action on the part of the Investor. This Agreement has been duly
executed and delivered by the Investor and constitutes a valid and binding
obligation of the Investor, enforceable in accordance with its respective terms.
The execution, delivery and performance of this Agreement, and the compliance
with the provisions hereof and thereof by the Investor, will not:

                  (i) materially violate any provision of law, statute,
         ordinance, rule or regulation or any ruling, writ, injunction, order,
         judgment or decree of any court, administrative agency or other
         governmental body;

                  (ii) materially conflict with or result in any material breach
         of any of the terms, conditions or provisions of, or constitute (with
         due notice or lapse of time, or both) a material default (or give rise
         to any right of termination, cancellation or acceleration) under any
         agreement, document, instrument, contract, understanding, arrangement,
         note, indenture, mortgage or lease to which the Investor is a party or
         under which the Investor or any of its assets are bound or affected or
         conflict with any organizational or other governing document of the
         Investor; or

                  (iii) result in the creation of any lien, security interest,
         charge or encumbrance upon any of the properties or assets of the
         Investor.

         (b) The Investor understands and acknowledges that the offering and
sale of the Purchased Shares pursuant to this Agreement is intended to be exempt
from registration under the Securities Act, and from qualification under any
applicable state securities law by virtue of Section 4(2) of the Securities Act
and Rule 506 of Regulation D thereunder, on the ground, among others, that no
distribution or public offering of Purchased Shares is to be effected and the
Purchased Shares will be issued by the Company in connection with a transaction
that does not involve any public offering within the meaning of Section 4(2) of
the Securities Act, the rules and regulations of the United States Securities
and Exchange Commission thereunder, or any comparable provision of applicable
securities laws or the rules and regulations of the regulatory authorities
thereunder.

         (c) The Investor will acquire the Purchased Shares for investment for
the account of the Investor and not for the account of any other person or
entity of any kind, and not with a view toward resale or other distribution
thereof. The Investor understands that the Purchased Shares have not been
registered under the Securities Act and applicable United States state
securities laws and, therefore, cannot be resold unless they are subsequently
registered under the Securities Act and applicable United States state
securities laws or unless an exemption from such registration is available.
Investor is acquiring the Purchased Shares hereunder in the ordinary course of
its business. Investor does not have any agreement or understanding, directly or
indirectly, with any person or entity of any kind to distribute any of the
Purchased Shares. The Investor further understands and agrees that, until so
registered or transferred pursuant to the provisions of Rule 144 under the
Securities Act, the certificate(s) for the Purchased Shares shall bear a legend,
prominently stamped or printed thereon, reading substantially as follows:

         THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
         1933, AS AMENDED (THE "SECURITIES ACT"), OR APPLICABLE STATE SECURITIES
         LAWS. THESE SECURITIES HAVE BEEN ACQUIRED FOR INVESTMENT AND NOT WITH A
         VIEW TO THEIR DISTRIBUTION OR RESALE, AND MAY NOT BE SOLD, PLEDGED, OR
         OTHERWISE TRANSFERRED WITHOUT AN EFFECTIVE REGISTRATION STATEMENT FOR
         SUCH SECURITIES UNDER THE SECURITIES ACT AND APPLICABLE STATE
         SECURITIES LAWS, OR AN OPINION OF COUNSEL SATISFACTORY TO THE COMPANY
         TO THE EFFECT THAT SUCH REGISTRATION IS NOT REQUIRED.


                                       3-
<PAGE>

         (d) The Investor, during the course of this transaction and prior to
the purchase of the Purchased Shares, has had the opportunity to ask questions
of and receive answers from representatives of the Company concerning the terms
and conditions of the offering, and to obtain any additional information or
documents relative to the Company, its business and an investment, as the
Investor has deemed necessary. The Investor agrees and acknowledges, however,
that it has not been furnished any offering literature or prospectus concerning
the Company other than this Agreement and, in making its decision to acquire the
Purchased Shares hereunder, the Investor has relied solely upon this Agreement
and independent investigations made by the Investor. The Investor acknowledges
that no representations or warranties have been made to the Investor by the
Company, or any officer, employee, agent or affiliate of the Company, except as
contained in this Agreement.

         (e) The Investor understands that the offering of Purchased Shares
pursuant to this Agreement is limited solely to "accredited investors," as that
term is defined in Regulation D under the Securities Act. The Investor
represents and warrants to the Company that the Investor is an "accredited
investor", as so defined, by virtue of the Investor meeting the criteria checked
by the Investor on the signature page hereto, and that the Investor's principal
place of business is as listed on the signature page hereto.

         (f) The Investor has the capacity to protect its own interests in
connection with the purchase of the Purchased Shares. The purchase of the
Purchased Shares by the Investor is consistent with its general investment
objectives and the Investor understands that the purchase of the Purchased
Shares is a speculative investment that involves a high degree of risk. The
Investor can bear the economic risks of this investment and can afford a
complete loss of its investment in the Purchased Shares. The Investor
understands that there is no established market for the Company's capital stock
(including, without limitation, Common Stock) and there is no assurance that any
public market for such stock will develop. The Investor has no present need for
liquidity in connection with its purchase of the Purchased Shares.

         (g) The Investor understands and acknowledges that the Purchased Shares
are "restricted securities" under United States securities laws and any
purported transfer of the Purchased Shares in violation of applicable law is
null and void. The Investor understands and acknowledges that the Company may,
at its discretion, refuse to register on its share transfer books any purported
transferee of the Purchased Shares in the event of an attempted transfer thereof
in violation of applicable law.

         (h) If the Investor is a nonresident alien individual, corporation,
partnership, limited liability company, trust, estate or other entity, it is not
a U.S. person (as those terms are defined in the Internal Revenue Code of 1986,
as amended (the "INTERNAL REVENUE CODE"), and the United States Treasury
Regulations promulgated thereunder), and it acknowledges that the Company is
required, as a withholding agent, to withhold U.S. taxes and/or backup
withholding with respect to dividends and other distributions paid with respect
to the Purchased Shares in accordance with the applicable provisions of the
Internal Revenue Code and Treasury Regulations, unless (x) an exemption from
such withholding is available, (y) the Investor provides to the Company in a
timely manner duly completed documentation evidencing qualification for such
exemption, and (z) the Company determines, in its sole discretion, that the
Company may rely on such documentation for this purpose. The Investor has
provided to the Company a duly completed Internal Revenue Service ("IRS") Form
W-8BEN (Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding) and agrees to provide to the Company, in a timely manner, such
other duly completed documentation as the Company may request (including any
applicable alternative IRS Forms if Form W-8BEN is inapplicable to the Investor
and such duly completed updated IRS forms and other documentation as the Company
may request from time to time), all of which documentation must be in form and
substance satisfactory to the Company;


                                      -4-
<PAGE>

         SECTION 4. INDEMNIFICATION. The Investor agrees to indemnify and hold
harmless the Company and its affiliates, agents, representatives, employees,
directors, officers and stockholders from and against any and all loss,
liability, claim, damage and expense whatsoever (including, but not limited to,
any and all expenses reasonably incurred in investigating, preparing or
defending against any litigation commenced or threatened or any claim
whatsoever) arising out of or based upon: (a) any false representation and
warranty of the Investor contained in this Agreement or any breach or failure by
the Investor to comply with any covenant and/or agreement made by the Investor
herein; or (b) any transfer of the Purchased Shares contrary to such
representations and warranties or covenants and agreements.

         SECTION 5. TERMINATION. Either party may terminate this Agreement upon
material breach of this Agreement by the other party that has not been cured in
its entirety within fifteen (15) business days after written notice thereof has
been provided to the breaching party. The parties agree that a party's failure
to consummate the Installment Closings in accordance with the terms and
conditions of this Agreement constitute a material breach by such party of this
Agreement.

         SECTION 6.  GENERAL PROVISIONS.

         (a) REMEDIES. In case any one or more of the covenants and/or
agreements set forth in this Agreement shall have been breached by any party
hereto, the party entitled to the benefit of such covenants or agreements may
proceed to protect and enforce their rights either by suit in equity and/or
action at law, including, but not limited to, an action for damages as a result
of any such breach and/or an action for specific performance of any such
covenant or agreement contained in this Agreement. The rights, powers and
remedies of the parties under this Agreement are cumulative and not exclusive of
any other right, power or remedy which such parties may have under any other
agreement or law. No single or partial assertion or exercise of any right, power
or remedy of a party hereunder shall preclude any other or further assertion or
exercise thereof.

         (b) SUCCESSORS AND ASSIGNS. Except as otherwise expressly provided
herein, this Agreement shall bind and inure to the benefit of the Company and
the Investor and their respective permitted successors and assigns. This
Agreement may not be assigned by either party without the prior written consent
of the other party.

         (c) ENTIRE AGREEMENT. This Agreement (including any schedules and
exhibits hereto) contains the entire agreement among the parties with respect to
the subject matter hereof and supersedes all prior and contemporaneous
arrangements or understandings, whether written or oral, with respect thereto.

         (d) CHANGES. The terms and provisions of this Agreement may not be
modified or amended, or any of the provisions hereof waived, temporarily or
permanently, except pursuant to a writing executed by duly authorized
representatives of the Company and the Investor.

         (e) COUNTERPARTS. This Agreement may be executed in any number of
counterparts and by the different parties on separate counterparts each of
which, when so executed and delivered, shall be an original but all of which
together shall constitute one and the same instrument.

         (f) SEVERABILITY. Any provision of this Agreement that is prohibited or
unenforceable in any jurisdiction shall, as to such jurisdiction, be ineffective
to the extent of such prohibition or unenforceability without invalidating the
remaining provisions hereof, and any such prohibition or unenforceability in any
jurisdiction shall not invalidate or render unenforceable such provision in any
other jurisdiction.

         (g) GOVERNING LAW; VENUE; JURISDICTION. The corporate law of the State
of Nevada will govern all questions concerning the relative rights of the
Company and the holders of its securities (including, without limitation, the
Purchased Shares). All other questions concerning the construction, validity and
interpretation of this Agreement will be governed by and construed in accordance
with the internal laws of the State of Maryland, without giving effect to any
choice of law or conflict of law provision or rule (whether of the State of


                                      -5-
<PAGE>

Maryland or any other jurisdiction) that would cause the application of the laws
of any jurisdiction other than the State of Maryland. The parties each agree
that venue for any dispute arising under this Agreement shall be proper in any
state court located in Montgomery County in the State of Maryland or in the
United States District Court for the District of Maryland (if a basis for
federal jurisdiction exists) and each party hereby irrevocably waives any right
to object to the maintenance of a suit in such courts on the basis of improper
venue or of inconvenience of forum. Each party irrevocably consents to the
non-exclusive jurisdiction of any state court located in Montgomery County in
the State of Maryland or in the United States District Court for the District of
Maryland (if a basis for federal jurisdiction exists).

         (h) WAIVER OF JURY TRIAL. The parties to this Agreement each hereby
irrevocably waives, to the fullest extent permitted by law, any right to trial
by jury of any claim, demand, action or cause of action arising under this
Agreement, whether now existing or hereafter arising, and whether in contract,
tort, equity, or otherwise. The parties to this Agreement each hereby
irrevocably agrees and consents that any such claim, demand, action or cause of
action shall be decided by court trial without a jury and that the parties to
this Agreement may file an original counterpart of a copy of this Agreement with
any court as written evidence of the consent of the parties hereto to the waiver
of their right to trial by jury.

         (i) NOTICES. Any and all notices or other communications or deliveries
required or permitted to be provided hereunder shall be in writing and shall be
deemed given and effective on the earliest of (i) the date of transmission, if
such notice or communication is delivered via facsimile at the facsimile number
set forth on the signature pages attached hereto prior to 5:00 p.m. (Pacific
local time) on a business day, (ii) the next business day after the date of
transmission, if such notice or communication is delivered via facsimile at the
facsimile number set forth on the signature pages attached hereto on a day that
is not a business day or later than 5:00 p.m. (Pacific local time) on any
business day, (iii) the second business day following the date of mailing, if
sent by U.S. nationally recognized overnight courier service, or (iv) upon
actual receipt by the party to whom such notice is required to be given. The
address for such notices and communications shall be as set forth on the
signature pages attached hereto.

                                    * * * * *

         IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first above written.


                                         THE COMPANY:

                                         AETHLON MEDICAL, INC.

                                         By: s/ James A. Joyce
                                         Name: James A. Joyce
                                         Title: Chairman, President and CEO

                                         ADDRESS:

                                         AETHLON MEDICAL, INC.
                                         7825 FAY AVENUE, SUITE 200,
                                         LA JOLLA, CALIFORNIA
                                         USA

                                         THE INVESTOR:

                                         [See Attached Signature Page]


                                      -6-
<PAGE>



                                SIGNATURE PAGE TO
                             SUBSCRIPTION AGREEMENT

By execution of this Signature Page, the Investor agrees to be bound by the
provisions of this Agreement and authorizes the Company to append this Signature
Page to a counterpart of the Agreement as evidence thereof. Pursuant to SECTION
3(E) of the Agreement, the undersigned represents and warrants that the Investor
is an "accredited investor" (as such term is defined in Regulation D under the
Securities Act) by reason of the qualifications described opposite the checked
box(es) set forth below.

[SIGNATURE BLOCK]

LION SHARE GROUP, INC.

By: s/ Hubert L. Pinder
Printed Name: Hubert L. Pinder
Title:President

Address:
20 Madeira Street
P.O. Box N 1315
Nassau, BAHAMAS
Telephone No: 242-324-3164 Or 242-457-3270 Fax No. 242-324-4042

THE INVESTOR IS AN "ACCREDITED INVESTOR" BY VIRTUE OF THE INVESTOR BEING:


_____    (1) a natural person (not an entity) whose individual net worth, or
         joint net worth with his or her spouse, exceeds one million dollars
         ($1,000,000);

_____    (2) a natural person (not an entity) who had individual income in
         excess of two hundred thousand dollars ($200,000) in each of 2001 and
         2002 and has a reasonable expectation of having individual income in
         excess of two hundred thousand dollars ($200,000) in 2003;


_____    (3) a natural person (not an entity) who had joint income with his or
         her spouse in excess of three hundred thousand dollars ($300,000) in
         each of 2001 and 2002 and has a reasonable expectation of having a
         joint income with his or her spouse in excess of three hundred thousand
         dollars ($300,000) in 2003;

X        (4) a trust, with total assets in excess of five million dollars
         ($5,000,000), not formed for the specific purpose of acquiring the
         Purchased Shares, which is directed by a person who has such knowledge
         and experience in financial and business matters that he or she is
         capable of evaluating the merits and risks of an investment in Company;


         (5) a corporation, Massachusetts or similar business trust, or a
         partnership, each with total assets in excess of five million dollars
         ($5,000,000), which was not formed for the specific purpose of
         acquiring the Purchased Shares; or


X        (6) any entity in which all of the equity owners meet at least one of
         the criteria set forth in categories (1) through (5), above.


                                       -7-

<PAGE>

<TABLE>

                                           EXHIBIT A:
                                           ----------

                                Schedule of Installment Closings

                                                                   PER SHARE       AGGREGATE
                                                                PURCHASE PRICE   PURCHASE PRICE
                                                                   OF SHARES       OF SHARES
                                             NUMBER OF SHARES     PURCHASED AT    PURCHASED AT
     INSTALLMENT              DATE OF          PURCHASED AT       INSTALLMENT     INSTALLMENT
       CLOSING               INSTALLMENT        INSTALLMENT        CLOSING          CLOSING
        NUMBER                CLOSING             CLOSING        (US DOLLARS)     (US DOLLARS)
- ------------------------  -----------------  ----------------  ----------------  --------------
<S>                       <C>                    <C>                 <C>            <C>
Installment Closing #1    February 28, 2004      2,000,000           $0.25          $500,000
- ------------------------  -----------------  ----------------  ----------------  --------------

Installment Closing #2    March 25, 2004         1,000,000           $0.25          $250,000
- ------------------------  -----------------  ----------------  ----------------  --------------

Installment Closing #3    June 21,2004           2,000,000           $0.50        $1,000,000
- ------------------------  -----------------  ----------------  ----------------  --------------

TOTALS:                                          5,000,000             ---        $1,750,000
- ------------------------  -----------------  ----------------  ----------------  --------------






                                       -8-

</TABLE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.1
<SEQUENCE>4
<FILENAME>aethlon_10qex31-1.txt
<TEXT>
<PAGE>

Exhibit 31.1

CERTIFICATIONS

Certification of CEO pursuant to Securities Exchange Act rules 13a-15 and
15d-15(c) as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002.

I, James A. Joyce, certify that:

1. I have reviewed this report on Form 10-QSB of Aethlon Medical, Inc. (the
"Registrant");

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this quarterly
report.

4. The small business issuer's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

         a) designed such disclosure controls and procedures or cause such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly report is
being prepared;

         b) evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this report based on such evaluation; and

         c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter that has materially affect, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation over financial reporting, to the small
business issuer's auditors and the audit committee of the small business
issuer's board of directors (or persons performing the equivalent functions):

         a) all significant deficiencies and material weakness in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information ; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal controls over financial reportings; and

Date: February 17, 2004


                                        /S/ JAMES A. JOYCE
                                        --------------------
                                        JAMES A. JOYCE
                                        CHIEF EXECUTIVE OFFICER
                                        (PRINCIPAL EXECUTIVE OFFICER)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-31.2
<SEQUENCE>5
<FILENAME>aethlon_10qex31-2.txt
<TEXT>
<PAGE>

Exhibit 31.2

Certification of CFO pursuant to Securities Exchange Act rules 13a-15 and
15d-15(c) as adopted pursuant to section 302 of the Sarbanes-Oxley act of 2002.

I, Edward C. Hall, certify that:

1. I have reviewed this report on Form 10-QSB of Aethlon Medical, Inc. (the
"Registrant");

2. Based on my knowledge, this quarterly report does not contain any untrue
statement of a material fact or omit to state a material fact necessary to make
the statements made, in light of the circumstances under which such statements
were made, not misleading with respect to the period covered by this quarterly
report;

3. Based on my knowledge, the financial statements, and other financial
information included in this quarterly report, fairly present in all material
respects the financial condition, results of operations and cash flows of the
small business issuer as of, and for, the periods presented in this quarterly
report.

4. The small business issuer's other certifying officers and I are responsible
for establishing and maintaining disclosure controls and procedures (as defined
in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

         a) designed such disclosure controls and procedures or cause such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the small business issuer,
including its consolidated subsidiaries, is made known to us by others within
those entities, particularly during the period in which this quarterly report is
being prepared;

         b) evaluated the effectiveness of the small business issuer's
disclosure controls and procedures and presented in this quarterly report our
conclusions about the effectiveness of the disclosure controls and procedures as
of the end of the period covered by this report based on such evaluation; and

         c) Disclosed in this report any change in the small business issuer's
internal control over financial reporting that occurred during the small
business issuer's most recent fiscal quarter that has materially affect, or is
reasonably likely to materially affect, the small business issuer's internal
control over financial reporting; and

5. The small business issuer's other certifying officers and I have disclosed,
based on our most recent evaluation over financial reporting, to the small
business issuer's auditors and the audit committee of the small business
issuer's board of directors (or persons performing the equivalent functions):

         a) all significant deficiencies and material weakness in the design or
operation of internal controls over financial reporting which are reasonably
likely to adversely affect the small business issuer's ability to record,
process, summarize and report financial information ; and

         b) any fraud, whether or not material, that involves management or
other employees who have a significant role in the small business issuer's
internal controls over financial reportings; and

Date: February 17, 2004


                              /S/ EDWARD C. HALL
                              -------------------
                              EDWARD C. HALL
                              CHIEF FINANCIAL OFFICER
                              (PRINCIPAL ACCOUNTING OFFICER)



</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.1
<SEQUENCE>6
<FILENAME>aethlon_10qex32-1.txt
<TEXT>
<PAGE>

EXHIBIT 32.1

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Aethlon Medical, Inc. Quarterly Report on Form 10-QSB for
the quarter and nine months ended December 31, 2003 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, James A. Joyce,
Chairman and Chief Executive Officer of the Company, certify, pursuant to 18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002, that, to the best of my knowledge:

(1) Fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, and

(2) The information contained in such Quarterly Report on Form 10-QSB fairly
presents in all material respects the financial condition and results of
operations of the Company.

A signed original of this written statement required by Section 906, another
document authenticating, acknowledging or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to Aethlon Medical, Inc. and will be
retained by Aethlon Medical, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.

                                   /S/ JAMES A. JOYCE
                                   --------------------
                                   JAMES A. JOYCE
                                   CHIEF EXECUTIVE OFFICER
                                   (PRINCIPAL EXECUTIVE OFFICER)

February 17, 2004




</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-32.2
<SEQUENCE>7
<FILENAME>aethlon_10qex32-2.txt
<TEXT>
<PAGE>

EXHIBIT 32.2

CERTIFICATION PURSUANT TO 18 U.S.C. SECTION 1350,
AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Aethlon Medical, Inc. Quarterly Report on Form 10-QSB for
the quarter and nine months ended December 31, 2003 as filed with the Securities
and Exchange Commission on the date hereof (the "Report"), I, Edward C. Hall,
Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section
1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002,
that, to the best of my knowledge:

(1) Fully complies with the requirements of Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, and

(2) The information contained in such Quarterly Report on Form 10-QSB fairly
presents in all material respects the financial condition and results of
operations of the Company.

A signed original of this written statement required by Section 906, another
document authenticating, acknowledging or otherwise adopting the signature that
appears in typed form within the electronic version of this written statement
required by Section 906, has been provided to Aethlon Medical, Inc. and will be
retained by Aethlon Medical, Inc. and furnished to the Securities and Exchange
Commission or its staff upon request.

                                   /S/ EDWARD C. HALL
                                   -------------------
                                   EDWARD C. HALL
                                   CHIEF FINANCIAL OFFICER
                                   (PRINCIPAL ACCOUNTING OFFICER)

February 17, 2004



</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
-----END PRIVACY-ENHANCED MESSAGE-----
