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<SEC-DOCUMENT>0001019687-06-000442.txt : 20060223
<SEC-HEADER>0001019687-06-000442.hdr.sgml : 20060223
<ACCEPTANCE-DATETIME>20060223172532
ACCESSION NUMBER:		0001019687-06-000442
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		3
CONFORMED PERIOD OF REPORT:	20060209
ITEM INFORMATION:		Entry into a Material Definitive Agreement
ITEM INFORMATION:		Regulation FD Disclosure
ITEM INFORMATION:		Financial Statements and Exhibits
FILED AS OF DATE:		20060223
DATE AS OF CHANGE:		20060223

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:		06640354

	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-022306.txt
<TEXT>
<PAGE>

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 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):   February 9, 2006
                                                    ----------------


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

            Nevada                                              13-3632859
- -------------------------------                          -----------------------
 (State or other jurisdiction                                 (IRS Employer
      of incorporation)                                    Identification No.)

                                     0-21846
                          ----------------------------
                            (Commission File Number)


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


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


                                 Not applicable
- --------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))



<PAGE>


THIS FORM 8-K AND OTHER REPORTS FILED BY AETHLON MEDICAL, INC. (THE "COMPANY" OR
THE "REGISTRANT") FROM TIME TO TIME WITH THE SECURITIES AND EXCHANGE COMMISSION
(COLLECTIVELY THE "FILINGS") CONTAIN FORWARD LOOKING STATEMENTS AND INFORMATION
THAT ARE BASED UPON BELIEFS OF, AND INFORMATION CURRENTLY AVAILABLE TO, THE
COMPANY'S MANAGEMENT AS WELL AS ESTIMATES AND ASSUMPTIONS MADE BY THE COMPANY'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 THE COMPANY'S OR THE COMPANY'S
MANAGEMENT IDENTIFY FORWARD LOOKING STATEMENTS. SUCH STATEMENTS REFLECT THE
CURRENT VIEW OF THE COMPANY WITH RESPECT TO FUTURE EVENTS AND ARE SUBJECT TO
RISKS, UNCERTAINTIES, ASSUMPTIONS AND OTHER FACTORS RELATING TO THE COMPANY'S
INDUSTRY, OPERATIONS AND RESULTS OF OPERATIONS AND ANY BUSINESSES THAT MAY BE
ACQUIRED BY THE COMPANY. 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.


ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

         On February 9, 2006 (the "Effective Date"), the Registrant entered into
an Option Agreement with the Trustees of Boston University (the "University")
that allows the Registrant the right to exclusively license worldwide a recently
filed patent entitled: "Method to Prevent Proliferation and Growth of
Metastases" (patent application serial number 60/700, 118). The option shall
expire one year from the Effective Date. In consideration for the grant of the
option, the Registrant shall pay the University a non-refundable fee of twenty
thousand dollars ($20,000) payable within thirty (30) days of the effective date
in the form of ten thousand dollars ($10,000) cash and the equivalent of ten
thousand dollars ($10,000) worth of the Registrant's common stock with a strike
price as of the close of the Effective Date.

ITEM 7.01 REGULATION FD DISCLOSURE.

         James A. Joyce, the Registrant's Chief Executive Officer presented at
the Roth Capital Partners 18th Annual "OC" Conference in Dana Point, California
on February 21, 2006. The presentation was available via a live webcast
accessible through the Roth Capital Partners' website located on the Internet at
www.rothcapital.com. In the presentation, the Registrant announced that it will
expand the applications of its Hemopurifier (TM) technology to include the
treatment of cancer. Related to this announcement, the Registrant disclosed that
it has executed an option with the University that gives the Registrant the
right to exclusively license a recently filed patent entitled: "Method to
Prevent Proliferation and Growth of Metastases" as more fully disclosed above in
Item 1.01. A copy of the option with the University is furnished as Exhibit
10.1. A copy of the Registrant's press release regarding the announcement is
furnished as Exhibit 99.1.

         The information in this Item 7.01 and the exhibits attached hereto
shall not be deemed "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934, as amended, nor shall it be deemed incorporated by
reference in any filing under the Securities Act of 1933, as amended, or the
Securities Exchange Act of 1934, as amended, except as shall be expressly set
forth by specific reference in such filing. The furnishing of the information in
this Item 7.01 is not intended to, and does not, constitute a representation
that such furnishing is required by Regulation FD or that the information this
report contains is material investor information that is not otherwise publicly
available.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(c) Exhibits.

         10.1     Option Agreement by and between the Registrant and the
                  Trustees of Boston University dated February 9, 2006

         99.1     Press Release dated February 23, 2006



<PAGE>


                                   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.



                                              AETHLON MEDICAL, INC.
                                              ----------------------------------
                                                         (Registrant)

Date February 23, 2006
     -----------------
                                              By: /s/ James A. Joyce
                                                  ------------------------------
                                                  Name James A. Joyce
                                                  Title: Chief Executive Officer

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>aethlon_ex1001.txt
<DESCRIPTION>OPTION AGREEMENT
<TEXT>
<PAGE>
EXHIBIT 10.1


                                OPTION AGREEMENT
                                ----------------


         This agreement ("AGREEMENT") is made as of February 9, 2006 ("EFFECTIVE
DATE") by and between Trustees of Boston University, a corporation duly
organized and existing under(.) the laws of the Commonwealth of Massachusetts,
having a principal place of business at One Sherborn Street, Boston, MA 02215
(hereinafter called "UNIVERSITY") and Aethlon Medical, Inc.; a corporation duly
organized and existing under the laws of the State of Nevada, having a principal
place of business at 3030 Bunker Hill Street, San Diego, CA 92109, (hereinafter
celled "OPTIONEE").

         WHEREAS, UNIVERSITY controls and is the owner by assignment of an
invention BU05-41 entitled "Method to prevent proliferation and growth of
metastases," more fully described in ATTACHMENT A and having a U.S. patent
application serial number 60/700,118 filed July 18, 2005 ("INVENTION");

         WHEREAS, OPTIONEE desires to evaluate the commercial utility, safety
and effectiveness of said INVENTION in the field of extracorporeal filtration of
blood ("FIELD"); and

         WHEREAS, UNIVERSITY and OPTIONEE are in the early stages of negotiating
an exclusive license to said INVENTION and any patents issuing therefrom.

         NOW, THEREFORE, in consideration of the mutual promises and covenants
herein contained and other good and valuable consideration, the receipt of
which is acknowledged, the parties agree as follows:

1.1      UNIVERSITY hereby grants OPTIONEE an irrevocable option and right to
         acquire ("OPTTION") an exclusive worldwide license ("LICENSE") under
         any and all patents and patent. applications relating to the INVENTION
         to make, use and sell products, processes and services in the FIELD,
         with the full right to sublicense any or all of such rights.


                                   - Page 1 -
<PAGE>



1.2      The period within which the option may be exercised (the "OPTION
         PERIOD") shall begin upon the EFFECTIVE DATE and shall expire one (1)
         year from the EFFECTIVE DATE:'.

1.3      During the OPTION PERIOD, UNIVERSITY shall not enter into any agreement
         with a third party with respect to the rights optioned hereunder or
         otherwise in conflict with the terms of this AGREEMENT.

1.4      The OPTION may be exercised by the OPTIONEE by providing written notice
         to UNIVERSITY during the OPTION PERIOD. Promptly after any exercise of
         the OPTION, UNIVERSITY and OPTIONFE shall enter into good faith
         negotiations regarding the terms and conditions of the LICENSE, which
         shall include such terms and conditions as are set forth in ATTACHMENT
         13, "LICENSE TERM SHEET" and shall be based on the UNIVERSITY's normal
         form of license agreement, attached hereto as ATTACHMENT C.

  1.5   The consideration for the grant of this OPTION by UNIVERSITY shall be a
        non-refundable fee of twenty thousand dollars ($20,000) payable by
        OPTIONEE within thirty (30) days of the EFFECTIVE DATE in the form of
        ten thousand dollars ($10,000) cash and the equivalent of ten thousand
        dollars ($10,000) worth of fully vested Aethlon Medical stock with a
        strike price as of the EFFECTIVE DATE.

1.6      This AGREEMENT may be terminated by either party for breach by the
         other party of any obligation arising hereunder, by giving fifteen (15)
         days prior written notice to the other party specifying the cause of
         the termination; provided, however, that if the breach is cured within
         the fifteen (15) day period, the notice shall be withdrawn and shall be
         of no effect. If the breaching party is UNIVERSITY and the breach is
         not cured, the option fee shall be refunded.

1.7      Any notice or communication authorized or required to be given
         hereunder shall be in writing and be served by depositing the same
         either in the United States mail, postage prepaid, receipt requested,
         or with a recognized overnight courier service, addressed to the
         parties, respectively. at the following addresses:



                                   - Page 2 -
<PAGE>


         UNIVERSITY:
         -----------

         Boston University
         Office of Technology Transfer
         108 Bay State Road
         Boston, MA 02215
                 Attn.: Director

         OPTIONEE
         --------

         Aethlon Medical, Inc.
         3030 Bunker Hill Street, Suite 4000
         San Diego, CA 92109
                 Attn: James A. Joyce



1.8      This AGREEMENT may not be assigned by either party without the prior
         written consent of the other party.

1.9      This AGREEMENT constitutes the entire and only agreement between the
         parties relating to the subject matter hereof, and all prior
         negotiations, representations, agreements and understandings are
         superseded hereby. No agreements altering or supplementing the terms
         hereof may be made except by means of a written document signed by the
         duly authorized representatives of the parties.

1.10     This AGREEMENT shall be construed and enforced in accordance with the
         laws of the Commonwealth of Massachusetts.






                                   - Page 3 -


<PAGE>




         IN WITNESS WHEREOF, the parties hereto have hereunder set their hands
and seals and duly executed this AGREEMENT in duplicate original copies the day
and year first written above.


Aethlon Medical, Inc.                        TRUSTEES OF BOSTON UNIVERSITY
- ---------------------                        -----------------------------


By:  /s/ James A. Joyce                      By: /s/ J. Stanford Willie
     ---------------------------------           -------------------------------
     Name: James A. Joyce                        Name: J. Stanford Willie
     Title: Chairman & CEO                       Title: Assistant Treasurer

                                   - Page 4 -





</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>aethlon_ex9901.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>
EXHIBIT 99.1

aethlon Medical, Inc.



FOR IMMEDIATE RELEASE:                          Contact:

                                                Jeff Richardson
                                                Senior Director, Communications
                                                858.459.7800 x302
                                                jrichardson@aethlonmedical.com


                                                James A. Joyce
                                                Chairman, CEO
                                                858.459.7800 x301
                                                jj@aethlonmedical.com


                     AETHLON MEDICAL EXPANDS DEVICE PIPELINE
                       TO INCLUDE THE TREATMENT OF CANCER

San Diego, CA, February 23, 2006 - Aethlon Medical, Inc., (OTCBB:AEMD) a pioneer
in developing therapeutic devices for infectious disease, announced that it will
expand the applications of its Hemopurifier technology to include the treatment
of Cancer. Related to this announcement, Aethlon disclosed that it has executed
an option with the Trustees of Boston University that allows Aethlon the right
to exclusively license a recently filed patent entitled: "Method to Prevent
Proliferation and Growth of Metastases".

Cancer Treatment Strategy

Aethlon Medical plans to combine the core principles of its Hemopurifier
platform technology with intellectual property developed by researchers at
Boston University as a means to help prevent the spread of cancer following
surgery. When cancer has spread from a primary site to other sites in the body
(metastasized) then surgical removal of the tumor from the primary site is
associated with the rapid growth of existing metastases and often the appearance
of new ones. When a patient is evaluated and metastases are found, removal of
the primary tumor is often no longer considered a viable course of treatment.

Studies have shown that surgery causes a highly significant elevation of
circulating growth factors and related agents associated with the wound healing
process. The agents of interest such as vascular endothelial growth factor
(VEGF) promote the growth of new blood vessels (angiogenesis), which provide
nutrition and oxygen to the cancerous cells, allowing them to multiply and the
tumors to grow. The use of inhibitors of VEGF and other growth factors has
proved effective in controlling the growth and spread of many types of cancer;
however, using these agents following surgery would interfere with the healing
process.

The post-surgery deployment of the Hemopurifier with immobilized growth factor
affinity agents offers the potential to control the levels of growth factors in
circulation during this critical period while not significantly affecting local
levels near the surgical wound. The treatment goal will be to block the surge in
circulating growth factors, which occurs over a few days following surgery,
without negatively affecting wound healing. Patients would then be able to
return to the use of antiangiogenic drugs or other cancer therapies.

If successful, the Hemopurifier to treat cancer will make it possible to provide
surgical interventions in cases where surgery is not presently considered, and
will add a significant margin of safety in cases where surgery is considered a
viable treatment option.

About Aethlon Medical

Aethlon Medical is developing the first medical device to treat infectious
disease. The device, known as the Hemopurifier(TM), is a broad-spectrum
treatment countermeasure against drug and vaccine resistant bioweapons,
naturally evolving pandemic threats such as H5N1 Avian Flu, and chronic
infectious disease targets including Hepatitis-C (HCV) and the Human
Immunodeficiency Virus (HIV). More information on Aethlon Medical and the
HemopurifierTM technology can be found at www.aethlonmedical.com.

CERTAIN OF THE STATEMENTS HEREIN MAY BE FORWARD-LOOKING AND INVOLVE RISKS AND
UNCERTAINTIES. 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 TO BE MATERIALLY
DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE, OR ACHIEVEMENTS EXPRESSED OR
IMPLIED BY THE FORWARD-LOOKING STATEMENTS. SUCH POTENTIAL RISKS AND
UNCERTAINTIES INCLUDE, WITHOUT LIMITATION, THE COMPANY'S ABILITY TO RAISE
CAPITAL WHEN NEEDED, THE COMPANY'S ABILITY TO COMPLETE THE DEVELOPMENT OF ITS
PLANNED PRODUCTS, THE ABILITY OF THE COMPANY TO OBTAIN FDA AND OTHER REGULATORY
APPROVALS PERMITTING THE SALE OF ITS PRODUCTS, THE COMPANY'S ABILITY TO
MANUFACTURE ITS PRODUCTS AND PROVIDE ITS SERVICES, THE IMPACT OF GOVERNMENT
REGULATIONS, PATENT PROTECTION ON THE COMPANY'S PROPRIETARY TECHNOLOGY, PRODUCT
LIABILITY EXPOSURE, UNCERTAINTY OF MARKET ACCEPTANCE, COMPETITION, TECHNOLOGICAL
CHANGE, AND OTHER RISK FACTORS. IN SUCH INSTANCES, ACTUAL RESULTS COULD DIFFER
MATERIALLY AS A RESULT OF A VARIETY OF FACTORS, INCLUDING THE RISKS ASSOCIATED
WITH THE EFFECT OF CHANGING ECONOMIC CONDITIONS AND OTHER RISK FACTORS DETAILED
IN THE COMPANY'S SECURITIES AND EXCHANGE COMMISSION FILINGS.



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