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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001019687-05-001656.txt : 20050614
<SEC-HEADER>0001019687-05-001656.hdr.sgml : 20050613
<ACCEPTANCE-DATETIME>20050614135652
ACCESSION NUMBER:		0001019687-05-001656
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20050610
ITEM INFORMATION:		Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20050614
DATE AS OF CHANGE:		20050614

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:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	000-21846
		FILM NUMBER:		05894381

	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>8-K
<SEQUENCE>1
<FILENAME>aethlon_8k-061305.txt
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
     Pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):  June 10, 2005

                              AETHLON MEDICAL, INC.
               (Exact name of Registrant as specified in charter)


Nevada                               000-21846            13-3632859
(State or other jurisdiction   (Commission File Number)   (IRS Employer
of incorporation)                                         Identification Number)

                       3030 Bunker Hill Street, Suite 4000
                           San Diego, California 92109
                    (Address of principal executive offices)


Registrant's telephone number, including area code: (858) 459-7800

                                 NOT APPLICABLE
          (Former name or former address, if changed since last report)

<PAGE>

FORWARD LOOKING STATEMENTS

     This Form 8-K and other reports filed by Registrant from time to time with
the Securities and Exchange Commission (collectively the "Filings") contain or
may contain forward looking statements and information that are based upon
beliefs of, and information currently available to, Registrant's management as
well as estimates and assumptions made by Registrant's management. When used in
the Filings the words "anticipate, "believe", "estimate", "expect", "future",
"intend", "plan" or the negative of these terms and similar expressions as they
relate to Registrant or Registrant's management identify forward looking
statements. Such statements reflect the current view of Registrant with respect
to future events and are subject to risks, uncertainties, assumptions and other
factors relating to Registrant's industry, Registrant's operations and results
of operations and any businesses that may be acquired by Registrant. Should one
or more of these risks or uncertainties materialize, or should the underlying
assumptions prove incorrect, actual results may differ significantly from those
anticipated, believed, estimated, expected, intended or planned.

     Although Registrant believes that the expectations reflected in the forward
looking statements are reasonable, Registrant cannot guarantee future results,
levels of activity, performance or achievements. Except as required by
applicable law, including the securities laws of the United States, Registrant
does not intend to update any of the forward-looking statements to conform these
statements to actual results.

ITEM 5.02  Amendments to Articles of Incorporation or Bylaws

     On June 10, 2005, Aethlon Medical, Inc. (the "Company") held a special
meeting of stockholders at the Company's executive offices for the following
purposes: (1) to ratify the appointment of Squar, Milner, Reehl & Williamson,
L.L.P ("Squar Milner"), as the Company's independent auditors for the fiscal
year ending March 31, 2005 and (2) to approve an amendment to the Company's
Articles of Incorporation to increase the number of authorized shares of the
Company's common stock from 25,000,000 to 50,000,000. Stockholders holding an
aggregate of 10,624,365 shares of common stock of the Company voted in favor to
ratify the appointment of Squar Milner as the Company's independent auditors and
stockholders holding an aggregate of 10,238,794 shares of common stock of the
Company voted in favor of approving the amendment to the Company's Articles of
Incorporation to increase the number of authorized shares of common stock from
25,000,000 to 50,000,000. The number of shares voted in favor of the two
proposals was sufficient for the approval of both proposals. A Form of
Certificate of Amendment to the Articles of Incorporation is filed as an exhibit
to this current report on Form 8-K.


ITEM 9.01      Financial Statements and Exhibits

          (a)  Financial Statements of Businesses Acquired. Not applicable.

          (b)  Pro Forma Financial Information Not applicable.

<PAGE>

          (c)  Exhibits

               Exh. No.     Description
               --------     -----------

               3.1          Form of Certificate of Amendment to Articles
                            of Incorporation



                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

Date: June 13, 2005                            AETHLON MEDICAL, INC.

                                               By: /s/ James A. Joyce
                                                  -----------------------------
                                               James A. Joyce
                                               Chief Executive Officer

<PAGE>

                         EXHIBITS FILED WITH THIS REPORT

Exh. No.   Description
- --------   -----------

3.1        Form of Certificate of Amendment to Articles of Incorporation

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-3.1
<SEQUENCE>2
<FILENAME>aethlon_8kex0301.txt
<DESCRIPTION>FORM OF CERT. OF AMENDMENT TO ART. OF INC.
<TEXT>
<PAGE>

              CERTIFICATE OF AMENDMENT TO ARTICLES OF INCORPORATION

                          FOR NEVADA PROFIT CORPORATION
          (PURSUANT TO NRS 78,385 AND 78,390 - AFTER ISSUANCE OF STOCK)


     1. Name of Incorporation: "AETHLON MEDICAL, INC."

     2. The Articles of Incorporation have been amended as follows:

     ARTICLE V OF THE ARTICLES OF INCORPORATION OF THE CORPORATION SHALL BE
AMENDED TO READ IN FULL AS FOLLOWS:

                                   "ARTICLE V
                             COMMON STOCK AND VOTING
                             -----------------------

     THE CORPORATION SHALL HAVE THE AUTHORITY TO ISSUE AN AGGREGATE OF FIFTY
     MILLION (50,000,000) SHARES, WITH A PAR VALUE OF $.001 PER SHARE. ALL
     SHARES WILL BE OF THE SAME CLASS, DESIGNATED `COMMON' SHARES, WITH THE SAME
     RIGHTS. SHARES MAY ONLY BE ISSUED AS FULLY-PAID AND NON-ASSESSABLE, AND MAY
     BE ISSUED AT SUCH TIMES, UPON SUCH TERMS AND CONDITIONS AND FOR SUCH
     CONSIDERATION AS THE BOARD OF DIRECTORS SHALL DETERMINE. EACH COMMON SHARE
     SHALL BE ENTITLED TO ONE VOTE CONCERNING ALL MATTERS AS TO WHICH THE
     CORPORATION'S SHAREHOLDERS SHALL BE ENTITLED TO VOTE. THE CORPORATION'S
     COMMON STOCK SHALL NOT BE SUBJECT TO ASSESSMENT TO PAY ANY DEBTS OF THE
     CORPORATION."

     3. The vote by which shareholders holding shares in the corporation
     entitling them to exercise at least a majority of the voting power, or such
     greater proportion of the voting power as may be required in the case of a
     vote by classes or series, or as may be required by the provisions of the
     articles of incorporation have voted in favor of the amendment is:
     10,238,794.


     IN WITNESS WHEREOF, the undersigned corporation has caused this Certificate
of Amendment to Articles of Incorporation to be signed by a duly authorized
officer as of this 13th day of June, 2005.

                                      AETHLON MEDICAL, INC.


                                      By: ______________________________
                                            James A. Joyce, President


                                      By: ______________________________
                                            James A. Joyce, Secretary

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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